Vampi, Spidey, and Sonja
by Musikman50
Summary: Spidey has to live with and team up with two sexy and deadly women to stop dark forces from destroying everything. Avengers, Fantastic Four, New Avengers and some DC heroes make guest appearances. Spidey Harem: Peter Parker (Spider-Man) x Red Sonja x Vampirella x others.
1. Reunion

Hello everyone and welcome to Vampi, Spidey, and Sonja. This is a Spider-Man/Red Sonja/Vampirella team-up. There will a lot of action, drama, and loving moments in this story. Points on continuity, Peter and Mary Jane dated but never got married so OMD never happened. And while I do like the romance Peter and Mary Jane have, I'm not making them a couple in this, especially when he has two sexy bad guys by him.

The second thing is that Spider Island ended to months ago, so everyone is taking a break for now. Kaine will be seen in this story and Adriana aka the Queen is dead. She's not coming back.

And finally this version Red Sonja will be how she was first introduced so yeah... unless a man can beat her in a fight she cannot sleep with them. Spidey will get a harem later on. Alright, let's get on with the story.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel and Dynamite characters will appear plus a certain bad girl.**

* * *

 _ **SEASON 1**_

 _ **Chapter 1: Reunion**_

It is early in the morning as Peter Parker, unknown to the world as Spider-Man, woke up and slowly sat up to stretch his arms. "Best sleep I have had in years", Peter said to himself quietly. Peter sat up slowly and looked to his sides to see both Vampirella and Red Sonja in bed with him. "I better get ready for work. I don't want to wake up the girls", Peter said as he was trying to get out of bed. From out of no where a pair of arms reached up and wrapped around his neck.

Peter was pulled down and had his face placed into the bosom of Vampirella whom Peter nicknamed Vee. Peter had to marvel at her with her long jet black hair with alluring green eyes and her shapely figure. She smiled at Peter and kissed him gently. "Good morning Peter", She said seductively.

"Good morning Vee", Peter said. "So, how are you feeling right now?"

"I'm feeling fine, thank you for asking. What I want is how are you so good in bed?" Vee asked flirtatiously. Before Peter could say anything, another woman rose up and glared at them.

"Would you two please stop? It's too early in the morning for this. Peter, you have get ready for work plus Carol told me to make sure you do not by late", the redhead said to them.

"Right, sorry Sonja. I better get ready for work then", Peter said before getting out of bed and turned to Vee. "Sorry Vee, let's continue later on". Peter then left to get ready while Vee smile before glaring at Sonja.

"You just love to ruin a good time don't you?" Vee said. Sonja glared at Vee in response.

Peter suited up and looked to both women. "Vee, Sonja, be nice to each other while I'm gone", Peter said as the women gave him a "really?" look. "Last time, you both tried to kill each other because of a movie. I don't want that to happen again. Also I'll be getting off work early so we're having spaghetti for dinner, tonight". Sonja beamed with a wide grin while Vee smirked and shook her head.

"Alright have a good day at work", they said as he was making his way out.

While web swinging through the city of New York, Peter could only think of how he was in the position he was in. All it started three months ago.

* * *

 ** _*3 Months Ago_**

It was late night in New York City when Peter swung through the night trying to get home. Peter had just gotten off of work and was headed home to relax. Especially since most of his day consisted of working on a new device at Horizon Labs and fighting villains. He started thinking back to what happened the past few months.

First, J Jonah Jameson became mayor of New York. And tried to have the police force hunt him down and arrest him on the spot. Of course Jonah never liked Spider-Man but this was just insane. Plus Peter remembered the days he spent working for Jonah.

"Thank goodness I don't have to work for Jonah and hopefully never again", Peter said to himself.

Peter realized how cheap Jonah was when it came to money back then. All of the issues Peter had to deal with were mainly because of Jameson. It also didn't help that because Jameson kept money to himself Peter had been in debt several times before. The fact that Jameson has it out for Spidey was another turn off and no matter what he did Jameson tried to make him out to be the villain. So not working for Jameson was a good thing indeed.

Second, he was a member of the Avengers. Earth's Mightiest heroes rebuilt after the events in which Norman Osborne led HAMMER into attacking Asgard over Oklahoma. Finally putting the man that continued to ruin his life behind bars was a really good feeling.

Third, the Superhero Registration Act (SRA) was repealed. Let's just say that having it gone allowed all heroes to breathe again and move on from what happened. Everyone wanted to forget about the Civil War that happened.

Fourth, Peter was now a scientist working for Horizon Labs. Something that Peter always wanted to be was a scientist and now here he is. Plus, unlike Jameson, Max Modell the owner of Horizon Labs, was much nicer. It also helps that the pay was considerably better.

And Finally, the aftermath of Spider Island. Old enemies return in the form of the Queen and the Jackal, almost everyone in Manhattan become spider people, and Kaine (Peter's clone and brother) returns from the dead and helped defeat the Queen who turned into a giant Spider-Queen.

Sadly Peter's girlfriend at the time named Carlie Cooper broke up with him after finding out he was Spider-Man. I guess she didn't understand the concept of a secret identity. Well, either way Peter's single again.

"Maybe web swinging will help clear my head a bit", Peter said as he continued swinging.

Unbeknownst to Peter a figure was lurking in the shadows watching him. This figure had red skin, demonic looking wings, and black tore clothing. Interestingly enough this figure was a woman.

"Looks like I've found my next meal", she said with evil intentions.

Spider-Man continued swinging until he came upon a situation in the streets and went to see what was going on. "Alright, some action!" Webhead said as he rushed to the scene.

A man in a ski mask was holding an elderly woman at gun point demanding money as the woman scrabbled to gather it. "Hurry up or I'll shoot!" the man yelled as the woman began to give the man the money wanted. Before the man could pack it away the gun in his hand was whisked away by webbing. "Ah crap, Spider-Man!"

"Yep, that's me. I always appear to stop crime and look good while doing so", Spider-Man said. The man pulled out a pocket knife attempting to cut the Webhead. This didn't work as Spidey back flipped and kicked the knife out of the man's hand.

"Crap!" The man said as he tried to make a run for it only to have his legs webbed up.

"Sorry pal but you know the saying; 'Can't do the time don't do the crime'", Spidey quipped.

Soon enough a blinding light appeared in the sky miles away so after webbing the man up and giving the money back to cashier, our favorite Webhead swung away to find where the light came from. Moments later Spider-Man arrived only for his eyes to widened with what he saw. A redhead woman was fighting against the police. What's strange is that she wore nothing but a chain mail bikini. Spidey had to stop and think as if he knew this woman somehow.

"The only way to know is to find out", Spider-Man said as he swung down.

The woman threw a male police officer to the side after he tried to tackle her. "Foolish man, no one attempts to touch me and not feel pain!" She yelled. Having had enough another police officer pulled out his gun and fired one shot at her, shooting her in the shoulder.

"AAAHH", she screamed while grasping her arm. "What kind of magic is this?!"

"Once again stop what you are doing or we will fire again!" An officer said.

"No one draws Sonja's blood without paying dearly", the now named Sonja said as she grabbed her sword and threatened to use it.

"Wait, stop, hold it!" Spider-Man said as he landed on the ground and tried to defuse the situation. "Just relax, everyone, relax".

"What the hell are you doing Spider-Man? We have this under control", the same officer said.

"Clearly you don't, that's why I'm here". Spidey walks over to Sonja, who has her sword pointed at him. "Hey relax, I'm not your enemy".

"Your also not my ally", Sonja said with a glare.

"Well that's fair but I could be. What's your name?" Peter asked.

"I am Red Sonja" Sonja said. That name started to get Spidey thinking as if he had met her before. Spidey decided that he would figure it out later.

"Well Sonja I'm Spider-Man and I'm here to help but I can't if you don't give me a chance. Just relax and I can help you out, please?" Spidey said and lifted his hand for her to shake. Sonja lowered her sword and went forward going for a hand shake...

That was until the officers got involved and tackled her to the ground.

"Hey, unhand me!" Sonja yelled. "You tricked me jester!"

"Whoa, I didn't set this up. If anything I'm just as mad as you are", Spider-Man said then turned to the officer in charge. "I was trying to talk her down from hurting someone or something".

"She's a mental patient Webhead, they can't be reasoned with", the officer said.

"If you keep attacking them like that, then they can't be reasoned with", Spidey continued.

"This is what we do. Now get out of here or else we'll place you under arrest, Menace", the officer threatened.

"You know that song " _F da Police"_ by NWA? I'm starting to think they were right", Spidey quipped. Before the officer could say or do anything the red skinned demon swooped down and attacked the officers as they to put Sonja in the police car. She also managed to attack the police officer Spidey was talking to. Spidey jumped out of the way as his spider sense went off.

"I finally fund you, my next dinner", a voice rang out. Sonja and Spider-Man looked up to see the red skinned woman flying above them with her fangs out.

"Okay, this is new", Spider-Man said.

Elsewhere a raven haired woman in a trench coat with black pants, a red shirt, and a black high heeled boats and a gold necklace walked down the street when she caught a whiff of a familiar scent.

"Ah, so she's back", she said as fangs protruded from her her mouth as she smirked.

 **For those of you that have bee reading my Avengers story, I apologize for taking so long but the next chapter will be out sooner than you think. I have been having writer's block for a while now and just finished this first chapter. Next time Sonja and Spidey take on the mysterious demon lady and we find out how Sonja got here from the past.**


	2. Sonja and Spidey vs Purgatori

**Answers to review questions**

 **Shadodemon123:** Thank you and while it will just be Sonja and Vampi for now other women will be seen in the story.

 **Superwonder:** For now only the some Chaos characters and another female character will crossover. I know absolutely nothing about Dejah Thoris so I'll have to read about her. I'll see what I can do if I do decide to put her in. Also speaking of women, I've decided that some DC women might appear if I decide to put them in here.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 2: Sonja and Spidey vs Purgatori**_

The question is how did Sonja get into this world? Here's how...

 ** _Flashback_**

 _A monstrous creature appeared out of nowhere attacking anything in it's path. Just as the creature attempts go burn the people in it's way Red Sonja appeared running towards it._

 _"You will terrorize the good people here no more, you spawn of hell!" Sonja said as she approached it._

 _The monster opened it's mouth to spew fire and burn Sonja alive. Sonja was able to avoid the incoming attack and continued to approach it._

 _"Bah, tricky creature! You think that frightens me?" Sonja said to it as used her sword to slash off one of it's tentacles. "I have bested far worse in my sleep. There is a reason they call me the She-Devil"._

 _Taking it as an opportunity the monster it's other tentacled limb and knocked her back. Sonja stood back up and proceeded to wipe blood from the side of her lips._

 _"You stand between me and a large flagon of ale. And nobody gets between and a good flagon", Sonja said as she charged right back in to fight._

 _Sonja jumped on top of it and began to cut off it's other limbs as it proceeded to spew flames from it's maw. It missed as Sonja jumped back and slashed at it's throat rendering it useless. Sonja continued to fight with the monster until she slashed it into pieces, killing it in the process. Just as she was settling down a disturbing voice called out to her._

 ** _"Do you really think our game is over She-Devil?"_**

 _"I know that voice...the voice of a monster who has killed so many..." Sonja said as she slowly turned around with a determined look on her face. "But it ends here, and now, foul one...KULAN GATH!"_

 _ **"The games have just begun!"** Gath said as he blasted an energy ball at Sonja. The attack did not kill her however she was transported to another area..._

 _Sonja woke up rubbing the back of her head as sat up from the hard ground "Ugh, my head is throbbing. Like a Stygian hangover", Sonja said before looking around. "Where am I? Have I been asleep?"_ _After finding where her sword was she stood up to listen to a weird sound._

 _Soon enough the walls started to break down and light poured out. Running towards to sounds as to what is her exit._

 _"An exit, have the gods answered my prayers?" Sonja said as she ran to the exit. Once she got through she was surrounded by light. "Or...demons?" Sonja saw people using machines to drill through the walls._

 _"Uh ma'am are you okay? Also, what are you wearing?" One of the men said._

 _Sonja obviously confused about the situation immediately jumped to conclusions. "I know what this is. This is Gath's men at work" Sonja said as she readied her sword. Sonja began to viciously swing her sword at the men while yelling at them. "Back or taste my blade!"_

 _"She's armed. Clear the site! Clear the site!" Another worker said as she was getting closer to them._

 _"I said back demons! You will have a taste of my steel!" Sonja yelled as she scared them off._

 _"She's crazy!"_

 _"Run!"_

 _After scaring the men off she walked by a railroad track. Using her sword she proceeded to tap it. "Man made. I don't recognize this workmanship", Sonja said as she leaned down to place her ear on it as it started to move. "It sings to me..."_

 _It was then that a train was coming at high speeds. Before it could run her over, Sonja jumped out of the way._

 _"By the goddess! What the devil was that?!" Sonja said as she tried to compose herself. "That was like no dragon I've ever seen"._

 _It was then Sonja found a stairway that would lead her a above ground. Sonja began to climb it in order to leave the sewers._

 _"A new adventure awaits for Red Sonja", Sonja said as she lifted up the sever cover and tried to exit only to find some waiting for her._

 _"There she is! Put your hands up!" A police officer said._ _Before the officers could do anything else Sonja jumped on top of car just as the police followed her. Sonja ran as fast as she could but ended up getting cornered by the police._

 _As one of the one of the officers tried to tackle her Sonja threw him to the ground. "Foolish man no one attempts to me and not feel pain!" Sonja shouted only to be shot in the shoulder by another officer. "AAAHH! What kind of magic is this?!"_

 _"Once again, stop what you are doing or we will fire!" The officer called out. Sonja glared at the man as she readied her sword._

 _"No one draws Sonja's blood without paying dearly", Sonja said. Before anything else could happen a voice called out._

 _"Wait stop, hold it!" Spider-Man said as he landed on the ground and tried to defuse the situation. "Just relax everyone relax". Now that we are all caught up lets see what's happening now._

* * *

 ** _Present_**

Spider-Man and Sonja were staring at the woman before them as she wore an evil smile on her face. Sonja grabbed her sword and ready herself for an attack. Spider-Man on the other hand was confused by what was going on. With his life and line of work, one would think he should be used to this by now. Sonja asked the question that needed to be answered.

"Answer me demon! Who are you and why are you here?!" Sonja asked.

"I am Purgatori", she said, "and I'm here to drink blood and kill someone bring 'her' out. I'm sure you know who those two people are, right?" At this Peter facepalmed.

"I see where this going. Us versus you in a two on one fight to the death, am I right?" Spider-Man asked. At this Purgatori flew at them at breakneck speeds attempting to tackle them.

Spider-Man saw the attack coming and pushed Sonja and himself to the side just as Purgatori tried to attack them. ' _Wow, she's really fast, my spider sense could barely react to her. Sonja and I have to find her and defeat her quickly_ ' Peter thought to himself. Just as Purgatori turned back around to fly at them Peter grabbed Sonja by the waist and started swinging into the city.

The police officers there didn't know what to do next as they just stood there when someone called them on the radio. " _Officer what's your status on he mental patient?_ " Someone asked.

"Spider-Man has her. They were attacked by some red skinned demon lady and he took off with her on his arms", the officer replied. There were seconds of silence before the person on the other end said anything else.

" _I think we should contact the Avengers_ ".

* * *

 **with Spidey and Sonja**

"Where are you taking me?!" Sonja yelled as Peter kept swinging.

"Somewhere that can give us an advantage against her", Peter replied. The two landed on a rooftop of a building and waited for Purgatori to arrive. She crashed down on the rooftop with a thud as she glared at them.

"I'm the wrong person to play hide and seek with".

"We're not hiding now, are we?" Peter retorted as he and Sonja charged at her.

Easily Purgatori pushed Sonja away and went for Peter with a few swipes at him. Peter dodged her attacks, Sonja attempted to attack her from behind. Sonja's sneak attack was blocked by Purgatori catching her sword with her hand and throwing Sonja to the side. Purgatori however could not block Spider-Man's punch to the face which knocked her back. Spidey followed up by shooting out impact webbing at her.

Slightly irritated, Purgatori shot out fire from her mouth. At this Peter back flipped away only to be grabbed by the neck. "You're the one that she wants so badly so you have to die", Purgatori exclaimed.

"Lady I have no idea what you want from me", Peter said as he wrapped his legs around her arm and twist his body until the sound of something cracking could be heard. At this Purgatori drops Peter and holds her broken arm. "Sorry, sometimes I don't know my own strength".

Purgatori just stood back up and faced him with a glare. Peter's eyes widened as he saw her arm fix itself. Only one thing came to Peter's mind in this point in time...

"Ah crapbaskets".

Purgatori once again charged at him only to be kicked in the face by Red Sonja who then proceeded to slash at her with her sword. While most of Sonja's attacks missed, she did manage to slash at Purgatori's arms causing her to bleed. Purgatori gasped as her arm didn't heal immediately.

"Impossible, only enchanted weapons could harm me!" Purgatori said. "Who are you?"

"I am Red Sonja, champion for Scathatch", Sonja declared proudly. With this, Purgatori's eyes widened in fear as she realized that Sonja could possibly kill her should the opportunity present itself. As she began to spread her wings to fly away, Peter slammed his elbow into her back before she could take off only to quickly turn and grab Peter and throw him off the roof. Purgatori spread her wings again and started flying as Peter webbed his way back up to the roof and landed next to Sonja.

"I'll admit I bit off a lot more than I can chew, but now this; I will be back for you both", Purgatori said as she started flying away.

With Purgatori gone Peter went to go check on Sonja. "Sonja are you okay?" Peter asked.

"Yes I am, thank you for asking", Sonja said with gratitude.

"Okay then, for now we need to talk and find out what's going on", Peter said.

"I agree one hundred percent Spider-Man".

Spider-Man and Red Sonja turned to see a group of people, fourteen to be precise, staring at them while also wearing colorful costumes. Sonja turned to Peter. "Spider who are they?"

"They are the Avengers: Earths Mightiest Heroes. It also means we may be in trouble", Peter said.

* * *

 **Elsewhere**

Purgatori landed on the top of a building when a horribly skinned man appeared alongside a woman in a black dominatrix outfit. Purgatori glared at the man as she remembered exactly who they were. He was Evil Ernie and she was Chastity. They were dating and they were murdererous.

"What do you want Ernie?" Purgatori said.

"You know why I'm here. You failed to kill the Spider", Ernie said.

"He had a friend with him that had an enchanted sword. I had to get away. So don't judge me at all unless you found her!" Purgatori pointed out.

"Actually we did. She won't stay in one place but she is definitely here", Chastity said defending Ernie. "We also know another vampire is here as well".

"I know I can can sense her too. I'll find and kill the spider next time. For now I need something to eat", Purgatori said as she flew away leaving the two there by themselves.

* * *

 **Elsewhere**

The woman frowned as she knew something dreadful was coming and decided that. She looked up at the sky as her nails grew longer and sharper.

"Fine, I'll do it myself", she said.

 **Next time Spidey and Sonja has some explaining to do and also another fight with another vampire. Plus an Avenger comes with an answer for Peter is being targeted.**


	3. Avengers Meeting

To all reading this, my original reason was to make a fun crossover with our favorite Webhead and two of the hottest bad girls in comics today. To those I may have confused, my apologies. Also, Purgatori is not part of the harem, just putting that out there. She just wants Peter dead and this chapter will explain why. The reason why I decided to add a few DC women was because it was how I originally planned it. I will be adding another character in this story who has a sick obsession with Peter and you'll all find out why.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 3: Avengers Meeting**_

Inside of Avengers Tower, Peter stood before the two leaders of the Avengers. "Okay Peter, care to explain why a near naked woman is with you?" A voice asked. The man who asked was Steve Rogers aka Captain America who had Tony Stark aka Iron Man by his side.

Peter and Sonja took a long trip to Avengers. On the way there Peter decided to take the chance at fixing Sonja's wound on her arm from the gun shot earlier. All the while Sonja asked some questions about where they were going. Peter decided to give her a few answers and told her about the Avengers history. The moment they got to Avengers Tower, Peter asked the girls to show Sonja where the showers are so she can take a bath and get information on where she came from while he talks to Cap and Tony.

"Yes I can explain but it's a long and weird story so I'll summarize it", Peter said. "I met Sonja being attacked by police officers, who still don't like me because of J. Jonah Jerkason, only to be attacked by a weird red skinned demon lady named Purgatori who wants to kill me because reasons".

"Okay so what about Sonja, what's her story other than being sexy?" Tony asked. Apparently the armored Avenger was slightly jealous Peter found a sexy redhead warrior woman and he tried to flirt with her. This caused Sonja to threaten him with the decapitation and that caused the women to applaud Sonja. Peter applauded her as well knowing how Tony would act.

"Not really sure. All I know is that she just appeared and before I could answers you guys just showed up. That's why I asked the girls to get information for me", Peter answered.

"Where are they anyway?" Tony asked.

"They're in the shower room so don't try to spy on them", Peter teased and Tony feigned rage.

 _ **With the ladies**_

Sonja was relaxing in a warm bath tub as the female Avengers tried to find clothes for her to wear. Carol Danvers (Ms. Marvel), Jessica Drew (Spider-Woman), Bobbi Morse (Mockingbird), and Natasha Romanoff (Black Widow) decided to start a conversation. Natasha remembered to record everything that was said.

"This world really is fascinating. I never thought that there be baths as great as this", Sonja said as she was content laying back with a relaxed smile on her face.

"So Sonja can you tell us about yourself?" Carol asked.

"Why do you need to know?"

"Well we need to know the circumstances of how you became who you are. That and it could lead us to finding a way for you to get home", Carol said.

"Well guess I should start at the beginning. I was born in the Hyrkanian Steppes as a member of a family of loving parents and siblings of brothers and sisters", Sonja said. "We were happy for a time and things were good for us".

"Until something happened to ruin that happiness, didn't it?" Bobbi asked.

"Yes it did. My parents and siblings were slaughtered by mercenaries that wanted money. The worst part was... they ruined me", Sonja said with dread. Only Carol and Bobbi understood what she meant.

"They raped you, didn't they?" Carol asked with disgust as Natasha, Jess, and Bobbi looked on in surprise. Sonja nodded at Carol's question not wanting to remember that day. "Trust me Sonja I understand exactly how horrible it is ".

"It's happened to you before?"

"I don't like to talk about it but yes and I'm not the only one". Carol remembered that bastard Marcus brain washing her and seducing her. What's crazy was he impregnated Carol...with himself. What's worse is hat the Avengers didn't do anything to stop him at that time of course. Carol is still bitter about it but she has made up with the Avengers.

"That's happened to me as well so trust me you're not alone", Bobbi said. She remembers being drugged by phantom rider and how she let the man fall to his death. She also remembered that it caused her marriage to Hawkeye come crumbling down for allowing him to die. They all sat silence for a few seconds until Natasha spoke up.

"Did you get revenge on them?" Natasha asked Sonja.

"Yes I did, but I had to make a deal with a goddess named Scathach for revenge and I made sure to slaughter them the way they did my family", Sonja said. "In order to do so I had to make a vow of chastity".

"A vow of chastity?" the Avengers asked.

"Yes, unless a man is able to best me in combat I cannot lay with a man", Sonja answered.

"Wow that must be tough, huh?" Carol asked.

"Yes, it is", Sonja said. "It's even more annoying that an evil sorcerer named Kulan Gath is after my blood", Sonja said.

"Is he the reason why you're here?" Jess asked.

"Yes he is. I was fighting a monster he let loose and he sent me here after killing it. I should have guessed he would do something like this", Sonja said.

"That would explain why Peter ran into her earlier", Jess said to the others.

"Who is this Peter you are talking about?"

"We're talking about Spider-Man. His real name is Peter Parker", Bobbi said. At that moment Sonja started to get flashes of memories of Spider-Man as if they've met before. The fight between them, a monster in black, Kulan Gath appearing, Spider-Man holding her and...a kiss.

"Sonja are you alright?" Carol asked.

"Yes I'm fine, I just think I'm clean now", Sonja said as she rose up. The four Avengers all marveled at how fit yet curvaceous Sonja was and were slightly jealous about it.

"Well we had better get you some clothes then", Natasha said.

 ** _Later_**

After the conversation with ladies Sonja was taken by Carol to her place to find clothes for her to wear. While they were gone the other Avengers had a meeting to talk about Sonja. Besides the girls, Peter, Steve, and Tony, the other members include Luke Cage, Danny Rand (Iron Fist), Logan Howlett (Wolverine), Clint Barton (Hawkeye), General Thaddeus Thunderbolt Ross (Red Hulk), King T'Challa (Black Panther), and Thor Odinson. The group started the discussion with Widow playing the recording of Sonja discussing her back story and how she became who she is as well as her vow of chastity. At that T'Challa spoke what was on his mind.

"She doesn't belong in our time period. We have to find a way to send her back", T'Challa said.

"Yeah but the only way to do so is to find this Kulan Gath", Jess said. "And let's not forget about the demon that tried to kill them".

"I don't think forcing Gath would be a good idea", Logan said. "Besides she said that he was after her. Think about trying to force him to help would be like trying to give her to him".

"Well we can't just do nothing I mean who here has even fought this Gath guy?" Clint asked.

"Let's not forget Purgatori either", Natasha said. "What if she and Gath are working together?"

"Natasha is right. I think it's best to make sure that we keep an eye on Sonja at all times for her own protection", Tony said.

"I don't think she would need protection against Purgatori at all", Peter spoke up.

"Why is that?" Bobbi asked Peter skeptically.

"Simple, Sonja was able to harm Purgatori with her sword", Peter answered. "Not only that but her sword was enchanted. If anything we should look out for Gath if he comes around". Peter looked around to see everyone staring at him. "What?"

"Now that I think about it, it seems that whatever is going on, you and Sonja are connected to it so it's not just Sonja that we should worry about", Steve said. "After all, Purgatori did try kill you too. Until, we can find a way to send her back home I suggest you and Sonja stay together".

"You sure about that Steve? I mean when it comes to women Peter is kind of a deviant", Tony said jokingly.

"Whoa did it just get ironic in here?" Steve joked as everyone chuckled at Tony who feigned rage. "If either Sonja or Peter is in trouble the other person can bail them out".

"I agree, it would be best", Thor agreed.

"But they should call for help when necessary" Steve said.

"Understood Captain", Peter replied. With that the meeting ended and Peter was called by Carol to a her place. When Peter got there, Carol let him in. "So, what did you want to show me?"

"Sonja's new look. What do you think?" Carol said as Peter saw Sonja in workout clothes that apparently made her sexier than she already was.

"I don't feel safe in these clothes. There's no armor and it leaves me defenseless", Sonja said disappointed in her new look.

"Sonja you wear a chain mail bikini", Peter said with a deadpanned look.

"It's not chain, it's scale", Sonja retorted.

"Either way, you look good", Peter said. Sonja blushed at his comment and mentally slapped herself for it.

' _You're a warrior, you don't blush. Especially to him_ ' Sonja thought to herself.

"Sonja for now you and I should stay together at least until we find a way to get you home", Peter said.

"I guess that would be wise", Sonja said trying not to look at him. It was then Carol who spoke to Peter.

"Are you sure about this Pete?" Carol asked skeptically.

"Of course, besides Cap's orders", Peter said as he explained to Carol what the Avengers talked about. With everything discussed Peter and Sonja left Carol's place.

* * *

 **Peter's Apartment**

Peter explained to Sonja that they were better off together than apart that way they could keep an eye out for each other. Though Sonja thought it would be better if they were separate she agreed as they had arrived at Peter's place so that they could rest after the things that happened earlier that day. The moment Peter Sonja walked in the complex to get to Peter's room, They were both stopped by a man at the front desk.

"Hey Peter. Someone left a message for you", The man said.

"Who?" Peter asked.

 _ **Flashback/ An hour ago**_

The woman from earlier appeared before a man at an apartment complex. "Excuse me sir but does Mr. Parker live here?"

"Um yes he does but he hasn't returned yet. Are you a friend of his?" the man asked.

"I hardly know him but we were suppose to meet him. When do you think he will return?"

"Um he usually comes back early but he might here later today", the man said.

"Thank you. When he returns tell him that I am looking for him. I'll be two blocks from here so we can talk in person", she said as she started to walk away.

"Alright I'll let him know. Wait, what's your name?"

"Normandy, Ella Normandy", she said as her fangs appeared.

 _ **Present**_

"Oh okay then, let me go put my stuff down", Peter said.

"Who's your friend?"

"This is my...friend Sonja who will be staying with me for a few days", Peter couldn't think of a convincing lie so he said a half truth instead.

"Oh well okay", the man said before giving Peter his keys to his room. "Have a goo night". The moment Peter and Sonja got to his room and put his things up he turned to Sonja.

"Whoever this person is, they might be working with that Purgatori lady from earlier", Peter said.

"Or Gath. Or even more disturbing both", Sonja said.

"Agreed so we should confront this Ella Normandy together", Peter said and Sonja nodded in agreement.

* * *

 **Avengers Mansion**

Avengers Mansion was the base of operations for the New Avengers. Luke Cage, Wolverine, Ms. Marvel, Mockingbird, The Thing, Iron Fist and Luke's wife Jessica Jones and their Danielle reside there. The group started talking about the Peter and Sonja rooming together.

"And to think that Parker get's to sleep in the same building with her", Luke Cage said.

"Exactly what I thought but hey who are we to judge?" Logan said.

"Well Peter was gifted with attracting women to him", Jess said.

"Yeah, we know about your high school crush on him", Luke said.

"You're just jealous Luke", Jess teased as Luke pouted.

"Well we all know he won't take advantage her that's for sure", Carol exclaimed and the entire room agreed. It was then that a man in robes appeared before them and walked over to them. This man was none other than Doctor Strange, the sorcerer supreme!

"Hey Doc, what's up?" Ben asked while eating chips.

"Something serious and it involves Spider-Man. We need to talk to him tomorrow immediately", Doc Strange said urgently.

"What's wrong?" Carol asked.

"Someone wants Spider-Man to access the Web of Life. The thing is he doesn't have to be alive to find him", Doc Strange said.

* * *

 **with Peter and Sonja**

Peter and Sonja made it to the place where they were suppose to. Peter was in his regular clothes though he was equipped with his web shooters while Sonja was equipped with her sword. Just then a voice rang out to them.

"So we finally meet Spider-Man".

"Who are you?" Peter called out.

"And show yourself!" Sonja said as well.

Ella Normandy appeared this time her trench coat, red long sleeved shirt, and black pants were gone. All see was wearing was a red V sling bikini that left nothing to the imagination and black high heeled boots.

"Well looky here, you actually brought a friend and someone I knew at that. It's been a while Sonja", Ella said.

"Something tells me that Ella Normandy isn't your real name. So tell me who are you and what do you want?" Peter demanded answers.

"Your right Ella Normandy is just an alias. My real name is Vampirella and here to kill you", Vampi said.

 **Next time Spidey and Sonja fight Vampirella and Cap goes to meet some people regarding the webhead. To those waiting on my Avengers story, I'm sorry for keeping you waiting but I will be posting a new chapter some time next week. Also I will try to get my Spider-Man/Birds of Prey story out this week. Note that I said try.**


	4. Midnight Fight

For all reading one of the characters that was mentioned in the reviews will be an enemy to Spidey and try to seduce him at the same time. She will join after a while of fighting Peter.

So far Peter's harem: Red Sonja, Vampirella, Ms. Marvel, and Spider-Woman. Ladies who will join will be Scarlet Witch, Wonder Woman, Zatanna Zatara, Black Canary, and a mystery woman.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 4: Midnight Fight**_

Peter was thrown into a wall by a massive punch to the chest by Vampirella before he could try to reason with her. Sonja went to punch her but her attack was caught with a single hand.

"Honestly Sonja, I thought you could do better than someone like him", Vampirella said with a disapproving look. "Don't you want to know why I'm trying to kill him?"

"I care not what you have to say at all but you will not harm him" Sonja said with unwavering conviction. This caused Vampirella to use her super strength to lift Sonja up over her head and throw her. Before Sonja could hit the wall Peter jumped in and caught her forcing his back to hit the wall. Sonja turned to him. "Thank you Spider, I owe you".

"Hey no problem at all", Peter said. With that Sonja and Peter stood up just as Vampirella began to slowly walk towards them. "Sonja we need to stop her together".

"Exactly what I was thinking", Sonja replied.

Peter and Sonja charged at Vampirella together who in turn charged at them. Sonja jumped over her while Peter kicked Vampi in the abdomen. Before she could hit Peter back Sonja leg swept her from behind. Vampirella fell backwards only to use her hand to flip back up in a standing position. This gave Peter the chance to run up and knee her in the stomach.

Vampirella got angry with this and pushed Peter back at full force. Peter, who still had his web-shooters, shot several web lines to catch himself. Sonja went back to fight Vampirella and exchanged punches and kicks with her. Vampirella was able to counter most of Sonja's attacks but a jab to the face caused her to lose her footing as she stumbled back. Peter made sure to give her no time to recuperate and charged at her with a knee to her face. This stunned Vampirella and caused a bit of pain. Following up on this Sonja performed a Lou Thesz press pinning Vampirella to the ground.

"I want answers why are attacking us?" Sonja demanded.

"Simple because your boyfriend there will bring about the destruction of everything and I'm here to stop it", Vampirella said before pushing Sonja off of her and getting back to her feet. "I don't want to kill you but I will if I have to".

"You'll have a hard time doing so", Sonja said.

"Also, I'm one of the good guys I wouldn't bring about the apocalypse", Peter said. Vampirella didn't respond this time she just rushed towards them, this time her nails extended indicating that she was getting serious.

"Look out!" Peter said as they both ducked under her. Peter rolled away only to turn around and fire impact webbing at her. Vampirella slashed through literally all of them before making a dash for Peter only to be tackled from the side by Sonja. The two ladies got up with Vampi attempting to slash out Sonja's eyes. Peter stopped her by webbing up both of her hands and holding her back.

Sonja took advantage and continued to punch her over and over again. Vampi had enough of this and decided to kick Sonja back and flipped pulling the webbing attached to her hands and causing Peter to be thrown. Sonja got back up and tried to attack her however Vampirella jumped over her and slashed at Sonja's legs rendering her immobile.

"GAHHH!" Sonja yelled in pain

"Sonja!" Peter tried to run to her but Vampirella blocked his path and continued to attack him. Peter ducked and dodged as many swipes as he could however Vampirella slashed at his back and proceeded to stab him in the shoulder. "GAHHH!".

"If you that that was bad, just wait until I tear you apart", Vampirella said.

"That's not gonna happen", Peter said as he charged at her only to disappear. Vampirella felt herself kneeling over to find that Peter had reappeared in front of her jabbing his fist into her stomach. Angered she tried to stab him with her claws only for Peter to grab both of her hands and squeeze as hard as he could before throwing her into a nearby tree.

Vampirella hit the tree back first and yelped in pain as a result. Vampirella stood back up only for two web lines to appear and she was yanked towards Peter. Sonja used what ounce of strength she had to jump up and punch Vampirella in the face causing the alien vampire to bleed from her mouth.

"So do you want to surrender or do want to go for a round three?" Peter said.

"Please tells us you want a round three", Sonja added. Before Vampirella could answer, a familiar scent caught her attention causing her to glare slightly.

"She's already here", Vampirella muttered to herself before turning to Peter and Sonja. "Fortunately for you I have to go. Understand however I will come back". With that Vampirella sprouted wings from her back and began to fly. "Just so you don't get confused, I'm not working with Purgatori or Gath. I work alone". With that, she flew away.

"You okay?" Peter said as he got to Sonja and helped her up.

"Yes, once again thanks", Sonja said.

"No problem", Peter began to say, "we had better get going, it is late after all", Peter said noting that is was 11:45 PM.

"Right, because right now we should focus on an important matter", Sonja said.

"Really, what's that?" Peter asked her with a curious gaze. The moment he finished Sonja's stomach growled and she held her stomach with one hand.

"I'm hungry", Sonja said. Peter just shook his head with a small smile.

"Alright then, let's head back to my place. We'll deal with other things in the morning", Peter said as he and Sonja went back to his place.

* * *

 **Avengers Tower**

Captain America, Black Widow, Iron Man, and Black Panther were currently in Avengers Tower trying to figure out what to do next.

"I say we should tell them", Steve said.

"Come on Steve we can handle this by our selves. It is technically an Avengers problem", Tony tried to persuade him.

"Tony they'll find out eventually, especially _**him**_ ", Steve said.

"Yeah, you're right. We really need to sit him down and tell him that invading other people's business is wrong", Tony said.

"You think they will understand?" Natasha asked.

"It's Spider-Man we'll be talking about so they ought to understand", T'Challa said.

"If it's alright with you Steve I want to go with you to talk to them", Natasha said.

"Of course, the more the merrier", Steve said with a smile. "We leave first thing in the morning".

"Understood".

* * *

 **Peter's Apartment**

Peter and Sonja had made it back to his apartment to recuperate. After talking to each other for a while and patching up Sonja's wound, Peter fixed her some left over food from the day before.

"What kind of food is this?" Sonja said as Peter placed the heated food in front of her.

"It's Spaghetti, an Italian food made of tomato sauce, noodles, and meatballs. Try it", Peter said to her. Sonja's reaction to trying Spaghetti was priceless.

The moment she tasted it her eyes widened. Seconds later Sonja started to devour every bit of it as if it were her last.

"I take it you like it?" Peter said.

"Yes, this Spaghetti is magnificent. Is there more?" Sonja asked with pure joy.

"Yeah sure", Peter said. After a while Sonja and Peter ate as much as they could. Afterwards Peter and Sonja decided to rest a bit. Peter wanted to sleep on the couch but Sonja insisted that they sleep in the same bed. While hesitant at first Peter reluctantly agreed. As the night went on Peter started to get a weird dream as a cold voice spoke to him.

 _ **The itsy bitsy spider went up the water spout.**_

"Oh god not that song", Peter said

 _ **Down came the rain and washed the spider out.**_

"Who are you?"

 _ **Uh uh uh, not so fast little spider, I'm not going to reveal who I am just yet. I'll reveal who I am later.**_

"Then what do you want from me?"

 _ **Sorry my little spider, can't tell you that either.**_

"OK so what can you tell me?"

 _ **All I can tell you is that you'll see me one day. You and I are destined to fight but you're not ready yet. So for now, enjoy you're time little spider...because one day it will be your last.**_

With that Peter woke up in bed with sweat pouring down his face. Peter looked to the side to see that Sonja was still asleep and decided not to wake her.

' _Great now someone else is after me. The question is why?_ ' Peter thought to himself.

* * *

 **Elsewhere**

The mysterious person that spoke to Peter sat back in a chair. Interestingly enough the mysterious person was a woman.

 _ **At least spider you and I will have a bit of fun.**_

* * *

 **The next day/Avengers Mansion**

Peter and Sonja had just walked up to the door when it opened on it's own with the two looking at Doctor Strange. "Spider-Man it's good to see you again".

"Good to see you two Doc Strange", Peter said. "Sonja this is Doctor Strange, sorcerer supreme, the one guy we go to for all things involving magic".

"Magic of course", Sonja scoffed.

"I take it that magic makes you uncomfortable, huh?" Peter asked as he and Sonja walked inside. Sonja nodded her head to show that she doesn't trust anyone who uses magic. "Trust me I don't like it either. There is always a cost when dealing with magic".

"Exactly what I thought", Sonja said with a smile to Peter. After a couple of seconds the two came face to face with the New Avengers team.

"Hey guys, what's going on?" Peter asked. Carol was the first to speak.

"Webs there is something important you need to know", Carol said as she set her sights on him and Sonja. "Both of you".

* * *

 **Elsewhere**

Captain America and Black Widow were walking down the hallways of a building they were in to meet with a few people. As they were approaching the door Widow spoke up.

"Are you sure about this Steve? He can be arrogant and not listen. There is also the matter that he and Peter have history of conflicting ideals", Natasha asked.

"I know he can which is why I asked for the other two to come in as well", Steve answered. "Besides if he did object, one or the other would give him reasons to listen".

"You actually got the other two so that he wouldn't just say no and that would be it", Natasha said with a smirk.

"That's the plan Natasha, that's the plan", Steve with a smug grin.

The two ended up getting to the door Steve opened it and was met with three people. The first was a man in a dark black suit with a cape. The second was a woman in a blue and red suit with gold accents. The last one was a man in red and blue, just like the woman, that had an 'S' on his chest. These three were Superman, Batman, and Wonder Woman, three members of the Avenger's rival group, the Justice League.

"Captain you're here early what's seems to be the problem?" Superman asked.

"It's about a woman from out of time here in the present and she and Spider-Man are being targeted", Steve said.

 **Next time Peter gets answers, Cap speaks with the Trinity, Peter's ex shows up with some words for him, and Vampirella's return.**


	5. Discussions

**superspiderfan** : I'm thinking of adding Powergirl. Supergirl would be a little too young.

 **cabrera1234** : Yeah MJ. Also just to put this out there but MJ is not joining the harem.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 5: Discussions**_

Steve and Natasha stood before the Trinity in another universe, Clark Kent aka Superman, Bruce Wayne aka Batman, and Diana Prince aka Wonder Woman. Over a year ago, Superman's enemy Lex Luthor created a dimensional rift to the Marvel Universe and mind controlled the Justice League into attacking the Avengers. Thanks in large part to Spider-Man, they were freed from Luthor's control and worked with the Avengers to stop him. Afterwards the League and the Avengers decided to stay in contact with each other. As a result the Avengers and the League have been working with each other multiple times.

Steve decided to tell them what exactly happened. "Spider-Man says that he was patrolling the streets when woman named Red Sonja appeared fighting the police. He tried to peacefully resolve the issue when he and Red Sonja were attacked by this red skinned demon lady named Purgatori. Apparently she wanted them dead but the reason is unknown as to why. After a bit of fighting Purgatori fled the scene".

"Wow certainly a story that you hear every day", Clark said.

"Agreed", Diana said. "How is Peter doing?"

"Oh he's doing fine. Just his usual talkative self", Natasha said.

"Of course he is", Bruce said. "How did Sonja get to your time? I doubt she was able to do so by herself".

"And you'd be right", Steve said. "She said she was sent here by one of her enemies named Kulan Gath a magic user. Due to the fear of Gath getting to her I asked that Spider-Man and Sonja stay together".

"That's not a good idea Captain Rogers", Bruce said with a hint of disgust. "I don't doubt them working together being a good idea but keeping a man and woman together in the same room could be a mistake and given Spider-Man's track record with women-"

"You are one to talk Bruce", Diana said causing Clark, Natasha, and Steve to chuckle a bit.

"I understand your concerns Bruce but trust me, that won't happen", Steve said.

"How can you be so sure?"

"Peter is a responsible person and you know he wouldn't take advantage of a another person, you know that Bruce", Diana chimed in.

"Besides if he did he and Sonja would be punished by the goddess she worships", Natasha said. "Sonja says that she can't sleep with a man unless they defeat her in a fight".

"Interesting", Diana said.

"For now I think you should continue to monitor those two and make sure they do not do anything crazy", Bruce said. "We'll send a team over to your world to see how things are a few days from now".

"All right then", Steve said as he turned to leave with Natasha. Before they exited Steve stopped and turned to face Bruce. "By the way how is Mr. Grayson?"

"He's doing fine", Bruce with assurance. Steve smiled a bit before leaving with Natasha.

"If it is alright I would like to lead this team to their world", Diana said.

"Why?" Clark and Bruce asked.

"Let's be honest I need a break from our universe for a bit", Diana says. "Besides, the last they came they had a huge fight with giant spider people. It's only a matter of time before something else happens again".

"It's also about killing Maxwell Lord, right?" Clark asked. Diana nodded a bit. "You did what had to Diana otherwise I could have killed you while under his control".

"True but I am still ridiculed for my actions", Diana said. "And if I had listened to Ted he would still be alive". Bruce placed a hand on her shoulder.

"Diana just make sure you are careful in that world", Bruce said. Diana smiled a bit. "Also be careful around Peter". Diana laughed a bit at that

"Fine I'll be careful around him", Diana said before wondering what Peter was doing right now.

* * *

 **Marvel Earth/ Avengers Mansion**

Everyone in the room sat down for Doctor Strange to explain the situation. Luke Cage, Jessica Jones, Iron Fist, Mockingbird, The Thing, Spider-Woman, Wolverine, Ms. Marvel, Spider-Man, and Red Sonja were all there for him to tell everything.

"Alright then, first thing to talk about is your connection to the Web of Life", Doc Strange began.

"Yeah, I know part of it. I'm connected to an ethereal plain of existence that crosses throughout the multiverse connecting all who bare a mark of the spider", Peter began. "It's also where we derive our powers from, including my spider sense".

"I guess Madame Web told you, huh?" Strange asked.

"Yeah, she did", Peter answered.

"Well then I also assume you know that you are its center, right?"

"Of course", Peter said.

"Since you do know then let me tell you that since you are the center you are by definition the strongest of all spider totems in the multiverse", Strange said. Everyone including Sonja looked to Peter in shock.

"So our Webhead is the strongest?" Luke asked.

"Yes he is", Strange said.

"You know, it makes a lot of since when you think about it" Logan said. "He fought the Sinister Six separately and all together, Juggernaut, Firelord, Magneto, a version of the Hulk named Joe Fixit, and a Tri-Sentinel and managed to come out on top".

"You defeated them all?" Sonja asked.

"Yeah, I did", Peter answered with a sheepish smile and scratching the back of his head.

Sonja looked at Peter with wide eyes. She knew he was strong but to have defeated villains that strong gave her an idea of hope. ' _He could be the one to set me free_ ', Sonja thought to herself.

"Now then on to the second thing, Purgatori", Doctor Strange said gaining Sonja and Peter's attention. "Purgatori cares not for the Web of Life. In fact she could care less about it and you".

"So why is she after us?" Peter asked.

"Simple she's looking for someone that she hates the most and you are her guide to that person", Strange said.

Peter thought back to last night the voice that sound like she was a woman. Could this be the same woman who wants him dead as well? "Who is that person?"

"She is nicknamed the queen of the dead and dying. That's all I know so far", Strange said. "For the moment it looks like Purgatori and however she works with wants to take you out before anyone else does".

"What about Kulan Gath? Is he apart of this in any way?" Sonja asked.

"I'm not sure. If he was however, he would be a pawn in a much bigger game", Strange assured her. "Even right now as we speak whoever is after you two are making plans for you right now".

"Well then, I say Sonja and I should find a way to fight them", Peter suggested.

"Exactly which is why you'll need Tantric Energy in order to defeat them", Strange said. Peter froze for a second before speaking.

"As much as I would like to, I'm not just going to use people to obtain it", Peter said.

"Wait so the whole Tantric Energy thing is real?" Danny said. "Peter, you son of a bitch". Everyone turned to Iron Fist with a confused look.

"What is Tantric Energy?" Jess Jones asked.

"It's basically a power up for spider people through a known ritual called sex", Peter explained while placing his face in his hands. Everyone in the room waited for him to say it was a joke but the silence said it all.

"So you get stronger through sex?" Carol asked. Peter nodded his head to confirm it.

"Not just him but all spider people", Strange spoke up.

"So Jess here can do so too?" Jess Jones asked.

"Yeah, she can", Strange answered.

"Oh okay, just making sure", Jess Jones said with grin at Jess who glared at her in return. Ms Jones was going to have fun with this.

"Alright look we'll discuss more on this later. For now I have to get to work", Peter said before turning to Sonja. "Sonja I'm gonna need you to stay here with my teammates".

"Why?" Sonja said with a raised eyebrow.

"Because I can't leave you alone at my apartment", Peter said. "You'd be lonely and there will be no one to accompany you. Besides Carol will make sure Logan won't do anything stupid".

"I heard that!"

"Please stay here, I promise I will come back for you after work", Peter said.

"Is there any beer?" Sonja asked.

"Yeah, Logan made sure to buy some", Peter said. With that Sonja smirked.

"Fine I'll stay", Sonja said before turning to Logan. "Wolverine was it? Drinking contest, are you game?"

"Darlin' you don't know who you're challengin'", Logan said with a gruff voice.

"I believe I'm challenging to a man who's just saying words", Sonja said causing everyone to look on in amusement and intrigue.

"I'll leave you guys to that", Peter said before leaping off to Horizon Labs.

* * *

 **with Vampi**

Vampirella was sitting in diner remembering her encounter with Peter and Sonja. She had to admit she was impressed with his skill. She smiled to herself knowing how strong Peter is and it reminded her of a former lover of hers from long ago. Vampirella's train of thought was interrupted by a waitress who stopped by her table.

"Excuse me ma'am but can I get you anything, a drink maybe?"

"Actually yes, I would like a sweet tea", Vampi said.

"Sweet tea, coming right up", the waitress said before walking away.

"Sweet tea huh? It's funny that you will drink that and not blood right now", a voice said. Vampirella turned to see that it was Julia Carpenter aka Madame Web who was sitting in front of her.

"I like to shake things up", Vampi said.

"So tell me, were you really trying to kill Peter?" Julia said.

"Of course not, I just wanted to see just how strong he was. Safe to say he was holding back a lot more and was able to hold me off", Vampi said. The waitress returned with with a cup of sweet tea just for Vampi.

"Here you go ma'am", the waitress said.

"Thank you very much", Vee said with a smile. Once the waitress left, Vampi turned her attention back to Julia. "So tell me, when she comes how are going to stop her?"

"Have a few things in mind before that happens but when it does happen I hope you can help him since you have faced her before", Julia said.

"I'll see what I can do", Vampi said as she took a sip of her tea.

* * *

 **Peter's Apartment**

Peter had just gotten back home with a drunk Sonja on his back. Sonja had defeated Logan in a drinking match with over thirty-five beers to Logan's thirty-one. It was a sight to behold. Logan was pissed with everyone laughing at him and he couldn't do anything to stop them.

"35 cans of beer, how are you still alive Sonja?" Peter asked her. He had to wonder just how is she alive?

"Simple (hick), the goddess' blessing (hick) keeps me alive (hick)", Sonja said with a few giggles. Peter had used his keys to open the door to his apartment and walked.

"You really are something else, you know that Sonja?" Peter said as he closed the door with his foot before making it to his couch and placed Sonja down on the couch for her to rest. Just then there was a knock on the door. "Hello?"

" _Peter it's me, MJ. We need to talk_ ". Peter sighed as he opened the door and in came Mary Jane Watson. The stunning redhead walked in to see Sonja drunk on the couch just giggling. MJ turned to Peter. "Peter, who is that?"

"She's a warrior woman from the past named Sonja", Peter began. "A lot of weird stuff to explain but what can say is that she is time displaced and we're trying to find a way to get her back home".

"Why is she drunk?" MJ asked.

"She beat Logan in a drinking contest", Peter said trying to stifle his laughter. MJ went wide eyed before chuckling herself.

"Okay that's a first", MJ said before getting serious again. "Peter why didn't you tell me you told May who you were?" Peter went wide eyed. A day before meeting Sonja and his fight with Purgatori, Peter decided to come clean to his Aunt May about being Spider-Man. May was mad that he didn't tell her but was happy that he was saving lives. Funny enough her husband Jonah Jameson Sr knew he was Spider-Man and told Peter that his secret is safe with them. Peter intended on trying to call MJ and tell her about what was going on however he forgot with everything that was going on currently.

"Crap! I'm sorry MJ, I was planning on telling you but I had to deal with other things and I completely forgot", Peter apologized.

"Well, you usually are a busy man dealing with everything in New York, most of the time by yourself", MJ said. "Peter, I'm going to be leaving New York for a bit. There's going to be a photo shoot and I came to check on you before I left".

"Thank you MJ. Honestly, with everything going on I need that bit of normalcy in my life", Peter said.

"No problem just be careful 'kay tiger?" MJ said as she went to the door and opened it. "See you later Pete". With that MJ left. Peter just stood there only to hear a voice speak to him.

"You love her, don't you?" Peter turned to see Sonja with a hand on her forehead.

"Yeah but only as a friend", Peter said before picking up Sonja again. "Alright princess, it's getting late better hit the hay".

"I can walk just fine by myself Spider", Sonja said a bit annoyed.

"I know you can", Peter said as he took Sonja to bed.

* * *

 **Elsewhere**

Purgatori approached a man who was shooting at her with a shotgun. "Stay away from demon!" Purgatori avoided the bullets fired at her before dashing to the man and destroying the gun he had.

"You're mine now", Purgatori said as she took a big bit out of him.

"AAAAAAAAAAAAAAAAAAAAAH!" a screamed could be heard a few miles as Purgatori starting him alive. Ripping him limb from limb as she ate. Ernie walked over to her after she finished.

"You done yet?" Ernie asked.

"Yeah I am", Purgatori said as she got up. "Now then to go find the Spider-Man and the bitch who slashed me". Purgatori extended her wings and she shot off into the sky. "Round two Spider".

Ernie smiled an evil smile as he walked away. "Happy hunting".

 **Next time Peter and Purgatori go for a round two and Vampi meets Peter and Sonja again. Also a lead in to an event.**


	6. Spider-Man vs Purgatori Round II

**Cabrere1234** : Yes there will be lemons later on in a few chapters.

 **Spawn Hades** : As much as I would like to add Supergirl into his harem, I think Powergirl is enough, for now.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 6: Spider-Man vs Purgatori Round II**_

 _ **Hello again spider, did you miss my voice?**_

"Oh no, not again", Peter groaned.

 _ **Aw, I'm a little hurt that you said that. Aw well, I can just torment you as much as I want.**_

"Okay, so disembodied voice inside of my head, why do you continuously tease me?" Peter asked.

 _ **Honestly I don't know, there is just something about you that intrigues me, that's all.**_

"So do you want to tell me anything about yourself, like what you like or not?" Peter asked her.

 _ **Well, I could tell you how large my breasts are, if you like.**_

"No, no, I'm good-I knew it, you are a woman", Peter said.

 _ **Of course I am and trust me I am very much woman and the day we meet I'll show you. Too bad you'll die on that same day.**_

"Why are trying to kill me?" Peter asked.

 _ **Simple, while I have nothing against you, you are a threat to me. We are polar opposites in what we represent; black and white, good and evil, life...and death.**_

Peter awoke as his eyes shot open. Slowly he sat up to see Sonja still asleep to his left. Peter sighed as he decided to get out of bed and put on his Spider-Man suit. _'Maybe a little web slinging will help calm me down a bit. Sonja will be fine considering that Doc Strange gave her an amulet that will ward off attacks from other magic users, Purgatori, or whoever'_ , Peter thought to himself as he went to Sonja and kissed her gently on the forehead before exiting out the window.

Peter was web swinging through the city of Manhattan all the while he had to ask himself something. "Why did I just kiss Sonja?" Peter was thinking hard on it until his Spider Sense went off and alert him of potential danger. Peter landed on a building rooftop when Purgatori appeared before him. "Oh great it's you again. Look can we not fight I have enough on my mind already".

Purgatori responded by lunging at him. "You're mine now Spider! Prepare to die!" Purgatori yelled.

* * *

 **DC Universe/Watchtower**

Diana walked into the women's shower room to speak with the women there who were sitting down talking to each other. The women present in the room were Dinah Lance (Black Canary), Zatanna Zatara, and Kara Zor L/Karen Starr (Power Girl).

"Excuse me ladies, I need a moment of your time", Diana said.

"What's going on Di?" Dinah asked.

"I have been assigned to lead a mission into the Avengers universe. I believe that there will be a crisis that will need our assistance", Diana continued. The three women smirked as they knew it was something else.

"Are you sure it's not because you want to see a certain spider?" Karen teased.

"I will not confirm or deny that", Diana said turning away from them but a smile formed on her face.

"Honestly, I can't blame you. He is awfully cute", Zatanna said causing the others to giggle.

"Yes, yes he is. Plus he's a beast in bed", Diana said with a slight blush causing the three to gasp a bit. "So would you all care to join me?"

"Yes", Zatanna, Dinah, and Karen said in unison.

"Alright then, we leave in two days", Diana said.

* * *

 **Marvel Earth/Manhattan**

Peter was thrown into the side of a building by Purgatori who shot flames her mouth. Peter avoided the blast only for Purgatori to attack him with her claws. Peter avoided the contact and back flipped away from her and kicked her in the face while doing so. Once Peter landed and Purgatori stood upright Peter spoke.

"Okay last chance, if you surrender now I won't hurt you. Don't and I promise you it will be the worst choice of your life, got it?" Peter asked and joked. Purgatori tried to slash him with her claws.

"Do you ever shut up?!" Purgatori yelled. Peter back flipped away from her final slash.

"Nope, my fans deserve a certain amount of quipping for every battle", Peter quipped. Purgatori flew towards him and shot flames from her mouth. Peter jumped and front flipped kicked her in the face causing her to fall backwards on her back scraping her wings. Peter ran straight to her only for her to get up and jump towards him attempting to impale him with her horns. Peter was barely able to escape as her horns only grazed his shoulder.

"Don't think you'll get away", Purgatori said as she reached into Peter's mind. Peter grasped his head and fell to his knees in agony from the assault on his mind.

"Oh great she a telepath too. Just what is she?!" Peter asked incredulously.

"Peter, how could you?"

"What the..." Peter said as he turned around to see... Gwen Stacy.

"Gwen", Peter said.

"How could you Peter? How could you let me die?!" Gwen shouted at him in anger.

"No, no, no, no, no, this can't be real, it can't be", Peter said.

"You not only let me die but you killed me Peter! After everything we've been through! Wasn't I loyal to you?!" Gwen yelled again.

"Gwen, I, I'm sorry I-wait, loyal? Loyal, loyal?! Gwen you cheated on me with Norman Osborne you have no right to talk about loyal?!" Peter glared at her before Gwen suddenly disappeared. Peter turned around and caught a charging Purgatori by the neck with one hand skidding back a little. "And you have no right to invade mind".

With that Peter reared his fist back and punched her as hard as he could in the face causing her to fall to the streets below. Purgatori got back up only to see Peter was right in front of her and holding a broken metal pole. Peter slammed the pole against Purgatori's face before uppercutting her into the air. Before she could fall back Purgatori spread her wings and started flying. However, Peter jumped as far as he could and got on her back, webbed her eyes, and stirred her into the concrete ground below by using his webs. Purgatori kicked herself up only to find Peter zoom in front of her and delivering a punch to her stomach. Purgatori clutched her stomach as she was Peter hit her harder than he usually does.

"What the hell?" Purgatori gasped out.

"Hey, I warned you, besides you tried to kill me", Peter retorted. With that Peter decided to do what he hasn't done in a long time. Peter released his stingers from his wrists. Peter groaned as they popped out in a painful way before lunging at Purgatori. The two slashed at each other with Purgatori using her claws while Peter used his stingers to try to stab her. Peter was successful with stabbing her in the abdomen causing her pain.

"Gahhh! You little shit", Purgatori yelled as she tried slashing him again. This time Peter slashed her legs and thighs before slashing her abdomen again. "You son of a bitch!" Before Purgatori could do anything else Peter ripped of a car door and beat her with it. Peter threw the door away as Purgatori was getting off of the ground trying to stand. "Dammit why aren't I healing fast enough?"

"Simple look over there", Peter said to her. Purgatori looked and saw a pool of blood. Not just any blood, her blood. She gasped as she realized that all this time Peter weakening her by making lose all of the blood she ate earlier. "Doc Strange said that you survive off of blood so I figured that what is your greatest strength would also be your greatest weakness. Without the blood you consume earlier you are nowhere near as strong as should be". Peter jumped and kicked her in the face as hard as he could causing her to fly back and through a few building.

Purgatori tried to get up but found that she didn't have enough strength left to do so. Soon enough Peter arrived and stood over her before reaching down and grabbing her by the neck.

"You made a big mistake coming after me", Peter said before his Spider Sense rung and he jumped away as knives hit the wall. Peter attached himself to a wall before looking to see a portal and a redhead appeared in goth clothes.

"Let that be a warning Spider-Man, don't even think about hurting her", the woman said.

"And who the hell are you?" Peter asked.

"Chastity. I'd watch my back if I were you Spider-Man. Next time you won't be getting off easy", Chastity said as she grabbed Purgatori and left though a portal. Peter just landed on the ground wondering why he almost lost control. Purgatori invaded his mind and made him see Gwen. Wasn't that enough of an answer? Either way, he deal with that issue later.

"I better get home", Peter said as he shot a web line and swung home for so,e much needed rest.

 **-Later-**

Hours after that encounter Peter was in his apartment with Sonja. Peter decided to tell Sonja what happened that night and she did not like that he fight Purgatori off by himself however she was impressed by his strength and determination.

"That was reckless Spider but you did good", Sonja commented with a small smile before frowning. "When am I going to find some action?"

"Not entirely sure although we should be getting a world ending disaster at some point sooner or later", Peter said. "So don't worry at all you'll fight someone".

"I hope so I haven't had a good fight in a long time", Sonja said. "I wonder if the fighters of this time are any good". Sonja's lips curled into an almost evil smile.

"Easy there Tigress, you'll fight someone", a voice said behind them. Peter and Sonja turned to see Madame Web and Vampirella standing there.

"What is she doing here?!" Peter yelled releasing his stingers while Sonja drew her sword at Vampi.

"Relax Peter, she's with me and assure you that she means no harm", Julia said.

"How are you sure she's not controlling you?" Peter asked.

"Simple, cause I sent her after you myself to test your skill", Julia said with a smile.

"WHAT?!" Peter yelled outraged by this.

"Relax Peter, I apologize for that however a much greater threat is upon us and you to be stronger than originally were", Julia said. "Vampirella here agreed to help in any way she can".

"I understand if you don't trust that is why I plan to earn by helping you deal with Purgatori and her allies", Vampi said. Before Peter could reply Sonja spoke.

"If we do agree to this understand that we will keep an eye on you", Sonja said with a glare. Vampi just smirked.

"Fine by me".

"Well I'll be off, I have to go pick up my daughter from school", Julia said as she was leaving. "Also Peter be careful fighting against Scott days from now". And with that Julia disappeared.

"Is she always mysterious?" Sonja asked.

"Yes she is", Peter said before turning to Vampi. "Well if you're going to stay here we are going to have to talk about a few things".

"I get that", Vampi said. Just then Peter got a call on phone and he answered it.

"Hello?"

" _Peter, it's me Tony, we need you and Sonja to come to Avengers Tower immediately_ ", Tony said.

"What's going on?" Peter said

" _You'll have to see for yourself_ ", Tony said.

"Alright we're on our way", Peter said as he ended the call before turning to Sonja. "Sonja, we're heading to Avengers Tower".

* * *

 **Avengers Tower**

Peter and Sonja made it to Avengers Tower and made it to the top floor. Once the door opened everyone of the Avengers was there. Captain America, Iron Man, Black Panther, Hawkeye, Luke Cage, Wolverine, Thor, Red Hulk, Black Widow, She-Hulk, Spider-Woman, Ms. Marvel, Mockingbird, Jessica Jones, War Machine, and Valkyrie. Everyone turned to see Peter and Sonja walk in.

"Uh Webs why is she wearing a chain mail bikini?" Hawkeye asked.

"It's not chain, it's scale", Sonja retorted a bit of annoyance.

"I told her to put something else on, she refused and said she was going into battle like that", Peter said facepalming. "You can really be stubborn you know that Sonja?"

"I wear this for a reason. Most men don't notice my blade until after their heads start to roll off their necks", Sonja stated.

"Another thing Sonja, unless the situation demands it, do not kill, please?" Peter asked.

"Fine, I won't kill unless I suppose to", Sonja agreed begrudgingly.

Most of the men in the room had to silently pray that they don't attack Peter for making them jealous. With that done Steve and Tony decided to tell everyone what was going on.

"Everyone we have an emergency", Steve said before moving to a projector to show the group what is on it. Everyone excluding Sonja looked in horror at what they saw. "The Phoenix Force is returning to Earth and it's after it's after Hope Summers".

 **Next time the Avengers prepare to go to war with the X-Men. Also Peter lays the smack down on Cyclops (you'll see why). Also just to throw this out there but I'm gonna go back and title all of the previous chapters after this one.**


	7. AvX Part 1: Flames of War

**Spawn Hades** : No Peter won't kill Cyclops at all. Cyclops will get his ass kicked.

 **Cabrera1234** : Yeah Diana slept with Peter. There will actually be a story behind why Diana slept with Peter. A quick note: I'm basing the DC ladies off of their Pre New 52 selves. Fun fact: Diana has never slept with any male at all and the only person, that I could think of, that she slept with was Artemis.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 7: AvX Part 1: Flames of War**_

Inside a building in New York an elderly man and a group of people are discussing business matters. The elderly man sat back as another man spoke. "Move to the next item on the agenda, if you please", the man said before continuing. "The acquisition plan is going according to schedule, we've experienced some delays in the pipeline development-" the man was cut off as an assistant came.

"Mr. Gault? Sorry to interrupt, Sir but...", The assistant said to him before whispering in his ear. The elderly man's eyes widened in shock before he got up and followed his assistant. He turned back to the people in the room.

"Continue on with the meeting", He said as he left with his assistant. Once they were in a different room the man turned ad looked at the man and asked him a question. "Are you sure she's here?"

"Yes, Red Sonja is definitely here Lord Gath", the assistant said. before holding up a tablet with a picture of her and Spider-Man together. "These pictures were taken days earlier apparently and it seems she that she has made an ally in the Spider-Man".

"Oh no, I thought that Sonja would forget everything about the Spider-Man after our last fight but it seems that even in different times she and the Spider have a strong bond", Kulan Gath said. "Keep an eye on them both".

"Yes sir Lord Gath", the assistant said before leaving.

Kulan Gath smiled an evil smile at this. "Sonja my sweet we will definitely meet again", Gath said before his smile turned into a glare. "And yes you too, Spider-Man, wherever you both are".

* * *

 **Utopia the base of Scott's X-Men**

It has been a day since the meeting at Avengers Tower had and now the Avengers, Spider-Man, and Red Sonja were all on the Helicarrier that was cloaked so the X-Men wouldn't know while Captain America walked on to the beach of Utopia to speak to Scott Summers aka Cyclops. While the Avengers were here on Utopia to speak with Cyclops the Secret Avengers went into space to at least slow down the Phoenix's arrival to Earth. Peter groaned as he knew it was likely not going to end well at all.

"I really hope that it doesn't boil over into a huge fight", Peter muttered to himself.

"You do realize you just jinxed yourself right?" Logan said with a smirk.

"Ah dammit", Peter muttered to himself and pinched the bridge of his nose while Logan snickered.

"So how powerful are these people?" Red Sonja asked. The day before, Peter told Sonja everything about the Phoenix that he knew and even told her about her about it's first host Jean Grey and what happened to her.

"From experience of working with and fighting at one point, very powerful", Peter answered. "Some of the most powerful telepaths are that team especially Emma Frost and Psylocke".

"And this Cyclops is their leader?" Sonja asked.

"Yep and he is a capable fighter and tactician, so when you fight him don't underestimate himself", Logan said. Sonja nodded as she readied herself to fight.

"I should come clean and admit to you Spider, I am actually excited to fight them", Sonja said with a small smile. Logan whispered to Peter he hates him for being with her. Peter just snickered internally.

"Well I hope you're ready because Scott just blasted Cap with his beams", Danny said.

Captain America was getting back up from being blasted back by Scott's optic blasts before calling out the two famous words. "Avengers Assemble". Just then the Helicarrier decloaked and the Avengers stand Assembled to fight the X-Men.

On the shoreline of Utopia Cyclops stands with Emma Frost, Namor, Magneto, Juggernaut (Colossus), Magik, Storm, Sunspot, Hepzibah, Dr. Nemesis, Psylocke, Warpath, Magma, and Domino. Storm turned to Cyclops with a questionable gaze.

"Scott, what have you done?"

"What have _**I**_ done? They came after us, Ororo", Scott said. "You think they didn't come here looking for a fight?"

"These are the Avengers we're talking about. Let me talk to them", Storm requested. Before Cyclops could respond Namor spoke.

"The time for talk has passed".

"You must choose your next action carefully, Scott", Magneto said. "Are you sure this is the fight we want?"

"Ugly stepchildren. That's all we've ever been to them", Scott said. "As soon as we get a Messiah of our own, they want to take her away. That's how it starts. It ends with our extinction. Protect Hope, at all costs".

Back on the Helicarrier Spider-Man stands with Red Sonja, Doctor Strange, Iron Fist, Luke Cage, Thing, Daredevil, Giant-Man, Hawkeye, Iron Man, Mockingbird, Red Hulk, Wolverine, Black Widow, Black Panther, and Spider-Woman as they all stood waiting to go down and fight. Peter to make a comment on the situation.

"Wow. Avengers vs. X-Men. So this is really happening", Peter quipped.

"Yep better get ready", Sonja said with a smirk.

"There are children inside that building. What in the world is Summers thinking?" Danny said.

"[ _He's playing us. He wants us to look like the bullies here_ ]" Iron Man stated.

"How come nobody told me Cyclops was this damned crazy?" Luke asked.

"I've been telling anybody who'd listen. We need to get down there, now", Logan said. Jess saw something oming towards them and yelled.

"Oh man...INCOMING!"

Everyone turned to see Juggernaut (Colossus) flying towards them sent by Magneto. Juggernaut flew up and crashed through the Helicarrier. A hell had officially broken loose.

"You should not have come here", Juggernaut said as he stood back up only to here a voice behind him.

"So you're the strongest one there is on Utopia, huh? said Red Hulk as he attacked Juggie from behind. "Well, I'm the strongest there is, PERIOD".

* * *

 **Elsewhere**

Bruce Banner was walking when from out of nowhere he just bursts out laughing as if he heard a joke. The moment he calmed down he had a confused look on his face. "Why did I just laugh?" Bruce asked.

* * *

 **Utopia**

Because of the damage Juggernaut caused to the Helicarrier and the subsequent battle between Juggernaut and Red Hulk, the Avengers all fell into the ocean where they were met by Namor.

"Avengers your actions here today are decidedly reckless and foolhardy", Namor said as he swam up to them. "And this is coming from someone who has been called such things his entire life. Know that as I render you unconscious I do so with a heavy heart. Some of you at least". At that Namor sucker punched Thing out of the water. Before Namor could do anything else, Luke swam to him and punched in the face.

"Heavy heart, huh?" Luke said. "I wish I could say the same...your highness".

Iron Man, Doctor Strange, and Spider-Woman all attacked from above just as Scott tried to blast them all with his optic beams.

" _Emma maintain telepathic links. Is Hope safe?_ "

" _You tell me, Scott. What the hell is happening?_ "

" _Something I always knew was inevitable. Storm, down those jets before they-_ " Scott's thought were halted when a star spangled shield hit him the face.

Captain America, Spider-Man, Red Sonja, and a few others walked on to the beach. At that moment everyone knew, the war began.

"Take the beach/Drive them into the sea", Steve and Scott said before both sides began fighting. Everyone was fighting, Spider-Man was fighting Warpath, Sonja clashed blades with Psylocke and Cap continued to fight against Cyclops. Emma was returning to the fight after she had hid Hope with a group of children.

" _Scott! The Avengers' telepathic defenses should take me all of 30 seconds to demolish. And that's if I pause in the middle for a nap_ ", Emma thought to Scott as she exited the building. " _Pull back. I'm going to reach into their minds and end this_ ". At that moment Emma was hit with a beam of energy. "AAAAAAAAARRGH!"

" _[I bet you thought you were just about to end this_ ]" Tony said as he descended to meet Emma. "[ _Microscopic telepathic tasers, you just breathed in roughly 17,000 of them. The harder you think the more they shock you_ ]" Tony stated causing Emma to change into her diamond form. "[ _So sorry, Emma my sweet. I do hope you'll let me make this up to you over dinner sometime_ ]".

"Not for all the caviar in the world, Tony dear", Emma retorted as she punched him in the gut.

"[ _Then I'll settle for you telling your boyfriend to stop being such a lunatic. We're not here to arrest the girl we're here to help_ ]", Tony said as he blasted Emma.

"Then learn the girl's name. It's Hope. And we don't remember asking for your help", Emma said.

Running at 347 miles Quicksilver arrived at Utopia and punched Magneto in the face.

"Hello, father. Up to your old tricks, I see", Pietro said. Magneto gritted his teeth with blood pour from his mouth as he started getting up.

"Pietro once a foolish boy, always a foolish boy. At least tell me me you haven't dragged your sister into this?" Magneto asked before Pietro punched him again, harder than the last.

"You mean the same sister you abandoned then yes", Pietro said. "Also that was for killing me".

Everyone was fighting each other. While the battle on the beach was going on, Luke and Thing we're still fighting Namor, and Red Hulk continued fighting Juggernaut. Sonja was fighting the X-Men's telepathic ninja Psylocke with both women clashing with swords.

"Who are you and why are you even here? This is far beyond anything you could ever comprehend", Betsy said. Feeling insulted Sonja head butt her.

"I am Red Sonja, warrior of Hykania and an ally to Spider-Man", Sonja said.

"Of course so tell me what's so special about Spider-Man at all?" Betsy retorted.

"Simple, he's nice and not conflicted about being monster like your so called Angel", Sonja said causing Betsy to get mad and the two went back to fighting.

"Let me guess the bug told you?" Betsy said creating a psychic knife and tried to jab it in Sonja's head.

"No, your brother", Sonja said as she dodged it and kicked Psylocke back. Before Betsy could respond back Jess blasted her in the back with a venom blast.

Peter continued to fight against Warpath or in Peter's case casually evade Warpath's slashes. Warpath was getting angrier the more Peter continued to attack him.

"Come on man can't we just hug this out?" Peter asked.

"I should hurt you for just being annoying!" Warpath yelled.

"If I had a dollar for every time someone said that to me..." Peter said with a smirk before back flip kicking Warpath into the air.

Captain America fought against Cyclops with the two going back and forth trying to punch each other, or at least Cyclops was. Cap was using his shield to block his punches before holding it up to deflect one of Cyclops' optic beams.

"I've known you a long time Scott, I've never seen you be this foolish before", Steve said.

"And I've never known Captain America to fight on the side of fascism", Scott retorted.

"You chose this fight kid. Not me".

"Right. You just showed up on my doorstep with a floating aircraft carrier and two dozen Avengers". Scott continued to blast Cap back with his optic beams.

"I wouldn't be here if the situation wasn't grave", Steve tried to reason. "You should be able to put your pride aside long enough to see that. Mutant or not, we're all in danger here. This is the Phoenix we're talking about, Scott. Think about Jean. Remember what that thing did to her".

"I don't need you or anyone else to remind me of my _**DEAD WIFE**_!" Scott roared. "Or the power of the Phoenix! Whih you apparently know even less about than you do about my people! If you really wated to talk this out, you would've come to me first..." Scott turned to the right sending his optic beams that almost hit Peter but definitely hit Logan. "instead of consulting with the lunatic fringe".

"What you're doing here toady is endangering the whole world, your people included", Steve pleaded. "That's all I need you to know. End this before someone gets hurt".

"Too late for that!" Scott roared as he sent Cap back with an optic blast causing Cap to drop his shield. Scott was going to fire again when Sonja ran up on him from behind and kicked him in the back of the head knocking down.

"I suppose you're right", Sonja said before going to Cap to help him up. Cap motioned for Logan who nodded in return. Before Scott could get back up Sonja ran back to fight him.

"I've had enough of you Avengers!" Scott yelled as he blast Sonja in the stomach and sent her flying into the sea. Peter watched in horror of what had happened.

"SONJA!" Peter yelled. Just then Peter felt nothing but rage and charged towards Scott. Infuriated at the sight Spider-Man trying to attack him Scott tried blasting him. To his surprise Peter avoided his attacks and punched Scott in the stomach and sent him flying.

Two web lines grabbed him and pulled him back to Peter with Peter jumping up and uppercutting almost knocking Scott's teeth out from the sheer force of the attack. Scott landed on his back on the beach with a look of terror.

"My god, so those rumors about an angry Spider-Man were true", Scott said to himself before calling to some of the other X-Men present. "Hepzibah! Warpath! Domino!"

As if on cue, the three X-Men came running at Spider-Man. Peter turned to them with glare under his mask before sprinting towards them while avoiding gunshots from Domino. Peter appeared in front of all three of them and took them out in short order by elbowing Domino in the stomach, uppercutting Warpath in the air, and kicking Hepzibah at the back of her head.

Peter turned back to Scott who charged at him while blasting his optic beams at him. Peter avoided it and with his speed attacked Scott multiple times before his beams could him. Peter followed with a series of punches to the face and stomach before kneeing in the gut when he tried to blast him again. In order to stop him Peter grabbed Scott by the neck.

"You'll pay for you did to Sonja", Peter said with venom in his words. "I'll admit Scott I always thought you were asshole but today just proves it".

"You're an idiot Spider-Man, you and the all the other Avengers started this fight", Scott said.

"We didn't attack first now did we?"

"If you were here to help you could have saved Jean years ago", Scott said. "If only you had a heart". That comment caused Peter to knee him again in the stomach.

"Did you have a heart when you were fucking that slut Emma Frost and cheated on Jean? Did you!?" Peter demanded an answer.

"Spider-Man that's enough. Sonja is just fine", Cap said revealing to Peter that Luke was holding Sonja up who was coughing. Peter let Scott go and made his way to her.

"Sonja are you alright?" Peter said.

"I'll be fine once I snap that bastards neck", Sonja said.

"Sorry Sonja I already gave him a beat down", Peter said causing her to pout.

"I wanted to hurt him", Sonja said.

"I know you did", Peter said before hugging her. Luke just rolled his eyes and moved on.

"Get a room, you two", Luke joked before he asked a question to Cap. "Wait, where's Logan?" That question caught everyone's attention and suddenly they began running to find Hope.

Logan had just entered into a room where he found Hope standing over bodies of unconscious teenagers with fire emanating from her body. "I'm sorry. I don't want to hurt anyone", Hope said.

"Ugghh...bit late for that", one of the students said before losing consciousness.

"You don't understand. The closer it gets, the more I feel it", Hope states. "The more the power grows inside me"

At that Logan made his presence known to her. "Hope, I'm here to end this", Logan said unleashing his claws and tried to kill her. Suddenly Logan was stopped mid attack by Hope.

"Yes", Hope said before setting Logan's body on fire. "As am I".

The Avengers and the X-Men arrived to find Logan and Hope. All they could find was the burned body of the Wolverine and Hope was gone, both figuratively and literally.

* * *

 **with the Secret Avengers**

Beast, Ms. Marvel, Thor, Valkyrie, War Machine, Noh Varr, Vision, and Captain Britain had arrived to a stop in the middle of space. Something came up on Beasts screen so he called out to the others.

"Here it comes, Avengers", Beast called out from a space ship. Everyone turned to look and were shocked by what they saw. "My sensors are shorting out. It's power defies measurement".

"It's headed right for us", Carol said.

"[ _Mother of God, just look at it..._ ]" War Machine said.

"No way can we stop that", Noh Varr said.

"If we fail whole worlds will perish", Thor said to them all. "Stand fast my friends...today is as good as any to die". The Secret Avengers were about to face the Phoenix itself.

 **Next time the search for hope begins, a fight on the moon, and the arrival of reinforce.**


	8. AvX Part 2: Complications

**Spawn Hades** : Honestly, I believe that the writer's are heartless especially Dan Slott (just being honest) for what he's done to Spider-Man over the last few years. And it's not jus him, look at what some of the other writer's have done to other Marvel characters: Ms. Marvel was brainwashed, raped, and impregnated by Marcus and later giving birth to her rapist, they treat the time displaced Cyclops like a bad guy because of what his older self did and thinking he'll be another bad guy in the making. And it's not just Marvel, DC writer's do this too with the death of Jason Todd and later the deaths of Flash and Supergirl. They also made it so that Supergirl never existed just to make Superman the only Krytonian but keeping Power Girl but changing her origin to being an Atlantean (though they would change it back during Infinite Crisis). And most importantly Wonder Woman. Seriously, Wonder Woman marries Steve Trevor until Crisis on Infinite Earth's erased their marriage and that he was dating Etta Candy, she gets marginalized for killing Maxwell Lord by Superman and Batman, and let's not forget the times she died as well as both her mother Hippolyta and Artemis when they Wonder Woman. And that's not even mentioning the time they destroyed her mythos with the story Amazon's Attack. There are other moments as well but the point is some writer's must have a hard on for tormenting our favorite characters. Granted there are a few good ones who try to make them better but sometimes politics get in the way.

 **Cabrera1234** : I might but I'm not sure if I should bring Jean back.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 8: AvX Part 2: Complications**_

"AAHHH!" Logan awoke with a scream with Peter standing right beside him holding some spare clothes for Logan to put on.

"Easy Logan...relax", Peter said to him.

"Guuhhh...what happened?" Logan asked as his healing factor kicked in and started healing his wounds and for some reason regrew his hair.

"You just spent the last hour regrowing your flesh... which by the way...yuck", Peter said as he lifted up his hand with the clothes. "Here put on some clothes". Logan reached out and grabbed them before putting them on.

"Where's the kid, where's Hope?" Logan asked after putting his pants on and was putting on his shirt.

"She's gone... don't you remember?" Peter said as Logan finally got his shirt on.

"Ah, crud... It's comin' back to me", Logan said while staring at the hole in the wall Hope made to escape. "She's already more powerful than any of us and it ain't even here yet". Logan turned back to Peter as the two began to leave. "So what happened after I got taken out?"

"Well since you asked, weirdly enough, Scott and his people surrendered to Cap. Which is odd, when has Scott ever surrendered?" Peter asked with doubt. Logan had a look of shock on his face as he began running with Peter following after.

"Slim has never surrendered before", Logan said. "He always has a plan". Logan and Peter continued to run until they made it to where everyone else was. The Avengers, Sonja, and the X-Men were there with Doctor Strange holding an unconscious Magik. However, Logan's nose always knows. "Hey! Are you people?!" Logan ran up and unleashed his claws.

" _Logan knows_ ", Doc Strange said telepathically to Scott.

" _Of course he does_ ", Scott thought back.

"Logan stop! They surrendered!" Steve said as he tried to stop Logan.

"No they're not!" Logan pleaded. "Cause that ain't Doc Strange!"

"Do it", Scott said and Doctor Strange revealed himself to be Magik before saying a spell and teleporting herself and the X-Men away with the real Doc Strange appearing before them trying to get up with Peter helping him.

"Dammit! You people got played... and now Scott's got a head-start on finding Hope", Logan growled.

Sonja turned to Peter. "How did he know that wasn't Doctor Strange?" Sonja asked.

"Simple it's apart of Logan's mutation, he tell can even tell if someone is lying as well", Peter explained. "No nose knows like Logan's nose. Heh, try saying that five times fast". Sonja snickered a bit at the joked.

* * *

 **with Scott**

Scott with a few of his X-Men teleported to Long Beach in order to formulate a plan. " _Emma make sure no one sees us. We don't need the Avengers getting reports on X-Men sightings_ ", Scott said telepathically to Emma.

" _Already done love_ ", Emma responded.

"So what precisely is the plan now?" Magneto said.

"We have Rachel who will give us Intel on where Hope is and will keep tabs on the Avengers", Scott said. "Wherever they move, we move".

"Good plan", Namor said. before looking at Scott's beat up form. "What happened to you?"

"You'll never believe it, Spider-Man did this to me", Scott. Everyone's eyes widened at this. "I made a mistake and blasted one of his allies named Sonja and he flipped out and attacked me".

"I saw what he did", Psylocke said. "He even took on and defeated Warpath, Domino, and Hepzibah in a matter of seconds. We forget sometimes how strong he truly is".

"You think that was bad think of when I had to fight him with the Uni-power", Magneto said remembering the embarassing moment of being defeated by Spider-Man.

"It matters not his accomplishments and skills are, we will find Hope and the Avengers will be defeated", Emma said.

"Of course and I'll definitely get him back for calling you a slut", Scott said.

"He what?!" Emma yelled in anger. Before anything else they got a telepathic message from Rachel Grey.

" _Scott, can you hear me?_ " Rachel asked.

" _Loud and clear Rach_ ".

" _Well, I've got the information on Hope, and you'd better hurry..._ ", Rachel said. " _...the Avengers are already on the trail_ ".

* * *

 **Peter's Apartment**

Vampirella was sitting back watching TV bored out of her mind and drinking a cup of blood before she got a call from Peter. She smiled before answering the phone. "Hello, Ella Normandy speaking", Vee said in a seductive manner.

" _Hey Vee, it's me Peter. I'm calling to let you know that Sonja and I are going to be out a little bit longer than when we hoped_ ", Peter said to her.

"What happened?" Vee asked.

" _Everything you guessed would happen, happened", Peter said. "We fought the X-Men but Hope escaped because Logan tried to kill her and now we will be on different missions to find a way to find her first before Scott's team does_ ". Vee sighed at this before Peter continued on. " _For now the Avengers are splitting up in order to find her. Myself, my work wife, and Sonja will be heading to Latveria_ ".

"You know I can help", Vee suggested.

" _I know but for now we should be able to handle this situation. If something goes wrong I will personally tell you we need help_ ", Peter said.

"Fine, I understand", Vee said.

" _Alright, and thank you_ ", Peter said.

"No problem at all", Vee said. "Just remember to be careful and whenever you're in a jam just think about me naked".

" _I-I'll keep that in mind_ ", Peter said nervously. Vee chuckled to herself because of this. " _We'll see you later_ ". And with that he hung up.

'Alright I better get some food before he and Sonja get back", Vee said as she got a key and her jacket and left the apartment.

* * *

 **Elsewhere**

The Avengers were split up to find out where Hope was at five different points on Earth. While everyone went to those different areas Cap asked Logan to come with him in order to talk.

"Alright Rogers, what do you want to talk about?" Logan asked.

"Logan, you shouldn't have attacked Hope like that", Steve said. "Not only did you scare her, you also made her leave".

"Aw c'mon, you think she wasn't scared outta her mind already?" Logan asked.

"The point is you didn't follow orders", Steve said. "And I'm not sure I can trust you to follow them on this mission, either".

"I'm willing to do it takes because I've seen what the Phoenix does", Logan said. "I've seen it destroy people I love! You think can lock Hope up somewhere it can't get to her but you're wrong, Cap".

"I won't let you just kill that girl!" Steve said.

"Then we all die!"

"Damn it, I didn't want it to come to this..." Steve said before punching Logan to the ground. "...but you're not listening! You're sitting this one out, Logan!" As Logan got back up he popped his claws and charged at Steve.

"THE HELL I AM!" Logan yelled as he slashed at Steve who held up his shield to block the attack. Steve responded with another punch to the face. Logan got up staggering a little. "You seriously think you can take me?"

Steve prepared to fight back against him. "I have no doubt".

"No, you have no clue!" Logan said as he ducked under Steve's attack and slashed at his abdomen. Logan then slashed at the straps on Steve's shield so he couldn't hold his shield anymore before kicking Steve in the stomach and into the wall behind. Logan went to stab Steve however Steve ducked and rolled out of the way. Steve was able to get his shield and threw it and hit Logan at the back of his neck.

Logan slowly got back up and looked at Steve with a glare. "That all you got... super soldier?"

"Not even... close", Steve said. "I've got the Avengers too". From out of nowhere Logan was attacked by Giant Man.

"Sorry Logan", Hank said.

"Sonnova-" Logan said as he was getting up before Cap hit him in the face with his shield.

Cap called behind him. "Now Sharon!" With that the door opened behind Logan with Hank kicking him out of the Quinjet. With that Cap told Sharon to head towards the Savage Land and the Quinjet took off leaving Logan in the Arctic.

 **-Later-**

While trying to navigate himself to a nearby area with people Logan, with a dead Polar Bear to protect him from the cold, found a lost beer can in the ice. "Thank you Lord", Logan said as he picked it up before finding another and another and another before coming to a plane with a hooded figure. "Eh?"

"And here I thought it was just a beer trap. I've been looking for you". Logan knew exactly who it was and popped his claws. The figure removed the hood to reveal herself as Hope Summers. "Hello Logan".

"Hello Hope", Logan said.

"Logan wait, let's talk first. I have more beer by the way, not frozen", Hope pleaded.

"Fine one minute", Logan said as he sheathed his claws before a question popped up. "Aren't you a little young to be buying..." Before Logan could finish that question Hope answered it.

"Kid Omega is making some pretty convincing fake ID's", Hope said. "He sells them out of his dorm room. You know at your school".

"Quire is gonna be the death of me", Logan muttered to himself. Hope pulled out a soda and tossed it to Logan.

"So, to recap: the Phoenix is headed to Earth- headed to me. I believe if I embrace it, I will be able to use its power to reignite mutantkind", Hope began. "You think that it'll possess me and destroy everything and everyone on this planet".

"Don't think, I know it", Logan said. "I've seen what the bird does with my own eyes".

"Yeah, but what if I'm right?" Hope said.

"I don't believe that", Logan said.

"Well, you should that's what your school is all about isn't it? Kids making a better world?" Hope asked. "I believe the Phoenix is a thing of destiny, it's coming and it can't be stopped. I believe I'm meant to have it so I can do all the wonderful things that rebirth implies. But just in case you're right and wrong- in case I can't control it... you're the only person I trust to stop me".

Logan took a sip of his beer before speaking. "Let's pretend for a moment I'm on board, you certain this is a dance you're down for little girl?" Logan asked.

"Yes", Hope said with conviction and determination. Logan could see this and decided to give her a chance.

"You got some kinda plan in mind?"

* * *

 **Elsewhere**

It was night time and Avengers Mansion was empty with no one inside the building. From out of no where, wall exploded with Purgatori appearing with Chastity by her side. "We're here bug and Red and now we-" Purgatori began until she realized that no one was here.

"They're not here", Chastity said.

"I can see that!" Purgatori said harshly. "Doesn't matter I know where the other base is".

 _ **-Avengers Tower-**_

Purgatori burst through yet another wall on the highest point on Avengers Tower. Once again there was no luck in finding the Webhead or Sonja. "It matters not I know where they live".

 _ **-Peter's Apartment-**_

Purgatori broke through the window only to find for the third time to her dismay that they were not here. "You cannot be serious!" Purgatori said as she and Chastity teleported away. It was at that moment that Vee had just returned with a bag of food when she found the window destroyed.

"Really Purgatori?" Vee said in frustration.

 _ **-Avengers Mansion again-**_

"WHERE ARE THEY!" Purgatori screamed at the top of her lungs before continuing to rant. "And I spent all this time preparing to fight against them both! Where the fuck are they?!"

"We had better hurry too", Chastity said. "He doesn't like failure at all".

"I know that!" Purgatori said.

 _" **They're fighting in a war against a group called the X-Men. So for now, you'll have to wait until it's over**_ ", a cold voice said. Purgatori and Chastity turned to see a figure with her back turned to them. While they couldn't see the figures face they knew it was someone they knew since their voice was familiar. " _ **It's been a while Purgatori. How have you been?**_ "

Purgatori glared at her and charged right at her. "YOU FINALLY APPEAR AFTER ALL THESE YEARS. NOW I CAN FINALLY KILL YOU" Purgatori tried to hit her but the figure just teleported away.

" _ **As much as I would love to continue our little trip down memory lane I have some business to attend to. Until next time**_ ", the figure said before teleporting away. Purgatori glared at the place where the hooded woman once stood.

"SHIT!" Purgatori yelled.

"I guess we'll have to wait until this fight that they will be in is over", Chastity stated.

"Looks like it apparently", Purgatori said in angry agreement.

* * *

 **The Blue Area of the Moon**

Logan and Hope had left the Arctic and attacked an A.I.M base to steal a space shuttle and blasted off to the moon. They ended up in the blue area, an area where a race of aliens called the Skrulls experimented on and had oxygen there. The moment they landed they walked the stairs and stepped on the moon.

"It's so close now. I can feel it", Hope said. "All we have to do is wait".

"I'm sorry young lady. We're going to have to complicate your plans a bit".

"No how did you people find me?" Hope asked as she saw the Avengers. Cap, Iron Man, Hawkeye, Widow, Thing, Hank Pym, Red Hulk, Spider-Man, and Red Sonja were standing there.

"As soon as he knew where you were headed. Logan let me know", Steve said.

Sonja was amazed and a little overwhelmed. When Peter told her that they were headed to the moon, she had assumed he was joking. Never did she actually think she would be on the moon, let alone in space. This new world was by far extremely interesting. "I never believed that I would be on the moon let alone above the heavens itself", Sonja said to herself.

"I felt the same way honestly", Peter said.

"I'm afraid we can't let you do what you want. We can't risk it", Steve said.

"How could you?!" Hope yelled at Logan

"You took a nap, I made a decision", Logan answered.

"You broke our deal", Hope said in anger.

"I got you off Earth", Logan said. "You think you know what this thing is Hope, but you don't! I wo-" Before Logan could continue he was blasted in the face by Cyclops who had just got there with his X-Men.

"Avengers... please step away from the girl", Cyclops said in a calm but menacing voice.

"Not gonna happen Summers. Take your X-Men back home", Steve demanded.

"Not without Hope!" Scott said. Peter's spider sense started tingling and he looked up.

"EVERYONE LOOK OUT!" Peter yelled before grabbing Sonja and pulling towards him. Suddenly something crashed onto the moon's surface causing a crater, or else a deeper on than the moon already has. Everyone looked to see Thor defeated and weak inside the crater.

"We... couldn't... stop it", Thor said as everyone turned to see the Phoenix it's glory.

Sonja's eyes widened and she gasped at it. "By Mitra", Sonja said.

With the Phoenix here, Hope began to feel her power increasing by the minute while the Avengers and X-Men went to fight against each other. It's funny how the Phoenix is there and everyone is trying to kill each other. "Please stop", Hope said. Everyone continued to fight as if no one heard her. "I said...STOP!" Hope's scream caused a shock wave that pushed everyone away. "Logan, I was wrong. I thought I could control it but I can't. It's too much, Logan it's too much!"

Before Logan could keep his promise he was blasted away once again by Cyclops. "NO!" Cyclops yelled. As he approached Hope.

"Cyclops, Scott, we don't have much time. You have to stop this", Steve said as the rest of the Secret Avengers returned, some heavily bruised from their fight with Phoenix. "Step away from the girl, Scott. We have to get her out of here. Time to be a leader, son. Don't fall away to all this madness".

"Madness I'm trying to save my race. You're trying to snuff us all out", Scott said. "None of you understands this thing like I do. None of you knows this girl like me".

"What do you know at all? Your son, whom you abandoned, took care of her", Peter said with Scott blasting at him only for Peter to duck.

"This was all meant to happen. Hope and the Phoenix are meant to be together... and you can't stop it!" Scott yelled.

While everyone was fighting each other Tony was able use a new armored suit to combat the Phoenix. "[ _Firing disruptor_ ]" Tony said as a beam was fired at the Phoenix. Blast was so powerful that a large light covered everyone. It took a few minutes for the light to dim down a bit and everyone on the Avengers side were getting up. "[ _Cap this is Tony. Did I kill the Phoenix? Because it looked amazing._ ]"

"Tony, one sec- Oh, crap", Steve said as he saw Cyclops, Emma, Namor, Colossus, and Magik endowed with the power of the Phoenix. Shocking enough they Hope as their prisoner.

" _ **Phoenix's power was meant for Hope but because of you we became it's hosts**_ ", Cyclops said. " _ **Since we are now the Phoenix Five we shall change the world for all of mutantkind**_ ".

"You're talking like lunatics. The young lady stays with us. Pyrotechnics and scary voices don't change that", Steve said as he and the rest of the Avengers got ready to fight again.

" _ **Heh, Captain America. We are more than human... more than mutant**_ ", Scott began. " _ **Our task is more than you can even conceive. As you cannot stop tomorrow you cannot stop us. Do not even try**_ ". With a simple motion Scott exploded the ground beneath them all sending the Avengers back.

" _ **By the way Spider-Man I heard you said I was a slut. Tell me Spider-Man, am I still a slut in your eyes?**_ " Emma asked as warning to Peter that he better not answer.

"Yes, you still do. Nothing has changed at all", Peter answered with no hesitation.

" _ **Die!**_ " Emma commanded and set Peter on fire.

"AAAAGGGGHHHHHHH!" Peter screamed in pain

"Peter/Spider!" Carol and Sonja yelled.

" _ **No Emma leave him. He isn't worry our time at all**_ ", Scott said and Emma stopped her assault on him.

" _ **Be thankful you're still breathing and remember your place bug**_ ", Emma said.

" _ **Come we have a world to change**_ ", Scott said.

With that she and the X-Men flew back to Earth leaving the defeated Avengers there. As everyone tried to get back up suddenly green energy wrapped around them and words were spoken.

" _ **Tropelet**_ **_su kcab ot htrae_** ". With that everyone was teleported back to Earth in front of Avengers Mansion. Suddenly that same voice spoke again " _ **Laeh Retep Rekrap**_ ". And with that Peter who's body was seriously burned from had to toe was starting to heal.

Logan who was already healed spoke the person's name with a smile. "Zatanna Zatara".

"Yep that's me", Zatanna said as she was accompanied by Power Girl, Black Canary, Wonder Woman, and the male Green Lantern (Hal Jordan).

 _ **Next time healing up and the quest to free Hope. Plus the DC women meet and evaluate Red Sonja.**_


	9. AvX Part 3: Return of the Scarlet Witch

**James** : I'm not sure honestly. I do plan to try to make this story at least up to 25 to 30 chapters and that will be it. I don't have any plans for a sequel right now. That may change though I'm not sure if that will happen. I'll keep everyone posted on a potential sequel if I do plan one.

 **Spawn Hades** : Sorry man but Peter will not be getting the Phoenix Force at all in this story. However he will get a power boost from something else. I'll tell you now though it's not going to be the Uni-Power.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 9: AvX Part 3: Return of the Scarlet Witch**_

 _ **You know Peter we really need to stop meeting like this.**_

"Shit, and to think this would happen again. That was stupid on my part just like it was stupid of ticking off Emma Frost. I never should've said that", Peter said.

 ** _Yes, yes it was. Besides it's my job to kill you._**

"Right... so I have a question for you and I want an answer", Peter said. "I've been thinking about this question since our last talk".

 ** _I'm all ears._**

"If you kill me-" Peter began only to be cut off.

 ** _When I kill you._**

"If you kill me, then what? What happens after that?" Peter asked. "What does my death have to offer?"

 ** _Simple, you're soul will belong to me. When you die I get to claim your soul and you will spend eternity with me as my personal toy._**

"That's creepy. Also, I thought you said we were opposites?"

 ** _We are opposites and that's what makes it so much fun._**

Peter slowly opened his eyes as he began to wake up. One thing he noticed wi that he still felt hot and his body was burning. Luckily for him there was air coming in to cool him off. "Ughhh... What happened?" Peter said groggily as started to lean up.

"You were burned by Emma Frost and magic was used to heal you back", Logan said as he was holding Peter's Spider-Man suit, mask included, that was patched up for him to wear. "I thought I would never say this but you were right it is gross to another person heal their skin back". Peter shot Logan a look while Logan smirked and handed Peter his suit.

"You're having fun with this aren't you?" Peter said getting his suit and putting it on.

"Yeah pretty much", Logan answered. "You know, Sonja, Carol, and Jess were really worried about you".

"Really?"

"Really", Logan said. "Hell, they wanted to make sure that you were alright by staying in here especially Sonja".

"Wow, I need to make it up to them later on", Peter said as he put on his pants. At that he door opened with Sonja, Carol, and Jess walking in.

"PETER!" they all said as they jumped on him. Logan could only glare at him as the ladies were hugging him and smothering him almost to death.

"The hatred I feel for you right now is so strong that I could lapse into a berserker rage", Logan commented to himself.

"Spider, are you alright?" Sonja asked.

"Yeah, I feel a little hot, and not just good looking, but other than that I feel fine", Peter joked getting the ladies to chuckle bit

"Well at least your jokes are still in tact. Whether that's good or not is still questionable", Jess joked getting them and Logan to chuckle more.

"By the way, who healed me?"

"That would be me", Zatanna spoke with confidence in her voice as she, Diana, Dinah, and Karen appear. "You should be careful when pissing of cosmic beings you know".

"Yeah, it's a really bad habit of mine that I need to get checked out", Peter said making Zee giggle a bit.

"So are you going to introduce us to your new friend?" Karen teased.

"Ah right, Sonja I'd like you to meet the members of the Justice League", Peter says as he points to each one. "This is Diana Prince aka Wonder Woman..."

"Hello", Diana said.

"... this is Karen Starr aka Power Girl..."

"Hi", Karen said.

"... this is Dinah Lance aka Black Canary..."

"Hey", Dinah said with a smile.

"... and last but definitely not least, Zatanna Zatara, the mistress of magic", Peter finished before pointing to Sonja. "Ladies this is Red Sonja".

"These women are all fighters with their own team?" Sonja asked.

"Not necessarily like that but in a way", Diana said.

"Wow", Sonja said in awe. Just then the door opened to show Steve who came to check on Peter.

"It's good to see that you're healing well", Steve said. "How are you feeling?"

"Feeling good for now", Peter answered.

"Good because once you're healed we'll need everyone to help us", Steve said.

"Understood", Peter said before he turned to speak to Sonja. "We're gonna need _her_ help".

"I know and I hate that", Sonja said with a pout.

"Wait, who's her?" Dinah asked drawing intrigue on everyone's faces.

"You'll see", Peter said.

* * *

 **with Vampi**

Vampirella got a call on her phone and answered. "Hello Ella Normandy speaking".

"Vampi, it's me Peter. Remember when I said we would probably handle the situation? Well it became a huge mess. We need help", Peter said. At this Vampirella smiled.

"It's about damn time".

* * *

 **Utopia/Ten Days Later**

Magneto stood outside on a platform watching as a jet landed. Magneto smiled as the door to the jet opened and his old friend Charles Xavier walked out. "Hello Erik", Xavier said.

"Charles. It's good to see you old friend. We've been expecting you", Magneto said before turning to his side and using his hand to point behind him smiling to Charles. "Welcome to Utopia". Utopia was far more advanced then anyone would have imagined, almost as if they future to the present.

"Of course, I had seen it on the television but in person, my god, the scale of this place..." Xavier said as they started walking up a few stairs.

"Yes what a magnificent thing they have built", Magneto said. "Great deeds by the greatest of men". Just then the two stopped at a door. "We're here. It doesn't seem so long ago that it was impossible not to think of them as just children, and ours at that".

"I still do", Xavier said.

"You shouldn't. They've changed, Charles", Magneto says. "He's changed, and right through there".

Charles Xavier walked up the stairs and onto a platform to meet with Scott who was looking over everything in Utopia Scott didn't have to look back to know that Charles was behind him. " ** _Hello Professor_** ", Scott said telepathically. " ** _I know why you've come. I can see it in your mind_** ".

"Then you understand my concerns perfectly", Charles said. "The power you're wielding... it unnerves the world. People are afraid". Scott turned to look at Charles with a small smirk.

" _ **You always told me we should never fear tomorrow, Professor. This is a new day**_ ", Scott said telepathically.

"I know you can see without the visor Scott so do you still use it?" Charles asked.

" _ **Because a once great man taught me the value of having a singular vision... of seeing the world as it could be**_ ", Scott said telepathically. " _ **I would never want to lose that Charles**_ ".

"This is not what I meant", Charles said.

" _ **I know... it's something better**_ ", Scott said. " _ **We are remaking the world for all beings on the planet. Providing energy, end hunger, restoring the environment, provide fresh drinking water to all; everything that we have done is for the benefit for the entire world**_ ".

"There will be fallout", Charles said.

" _ **Of course. Old ways oppose change**_ ", Scott commented. " _ **Remember what you taught us Professor, they will change. Mankind will accept the future. I believe that. I always have. Don't you see? This is the day that you have longed for**_ ". Scott said as he turned to face Charles. " _ **Here is you dream Charles... I have given it to you**_ ".

* * *

 **Elsewhere**

A woman closed her eyes to see a vision of a possible future. In this vision the original Avengers, Captain America, Iron Man, Thor, Hulk, Giant Man, and the Wasp (Janet Van Dyne) met and encountered the Phoenix. The cosmic bird slammed itself onto the group eradicating them all before spreading over to the rest of the world destroying everything. The woman opened her eyes as if she woke up from a nightmare.

"This is what comes next", the woman said cryptically.

* * *

 **Utopia/Five Days Later**

Hope in a room with other kids playing videos games all the while thinking about her talk with Cyclops a few days ago.

 _ **-Flashback-**_

 _" **This isn't a prison Hope** ", Scott said as he approached her. " **As I have told you many times since woke up, if you're unhappy, you can leave anytime you like** "._

 _"I can't", Hope admits. "I want to... but it calls to me"._

 _" **It is seductive, the power of life and death** ", Scott said as he held out his hand, " **the power to remake worlds, simply... power and infinite at that** ". Scott started to create a fireball as he showed Hope._

 _"I can hear it", Hope said with wide eyes. To her amazement the fireball turned into the Phoenix._

 _" **If I offered it to you would you take it?** " Scott asked._

 _"I... I... yes", Hope said as she reached out her hand to touch it. However Scott closed his hand causing the Phoenix to dissipate._

 _" **But you turned it down. It was yours and you rejected it** ", Scott said. " **And now I know you don't deserve it** ". Scott turned on his heel and began to leave. " **What would you do with the power Hope? Would child have accomplished all this? How could you truly understand what is needed when you have experienced nothing?** "_

 _ **-Flashback end-**_

Hope sat back as the question pondered in her head. What would she do if she had that power?

Elsewhere thousands of miles in the sky the Avengers were gearing up. Steve, Tony, Natasha, Clint, Jess, Logan, Thor, Peter, Sonja, and Diana were getting ready. Everyone their, was equipped with armor developed by Tony with the exception of Peter, Sonja, and Diana. Peter made the armor at Horizon Labs based on Thor's chain-mail suit. Sonja was clad in a more upgraded version of her usual attire, the difference is that her arms and back were covered up. While her chest was covered a bit, there was a slit going down her chest that exposed her cleavage. While her legs were still exposed, she wore boots that ran up to under her knee caps. Diana's appearance was basically the same. Peter's attire was a slim armored version of his black suit with a white spider symbol and white eyes.

"Gotta admit Webs, that suit looks bad ass", Clint said.

"Thanks", Peter said.

"Alright everyone, we're going to be jumping from five thousand feet on to Utopia", Steve said. "Once we are on the island, we reach the perimeter where Hope is located.

"The moment we have Hope, we leave immediately", Diana said.

"But we have to be gone in under a minute, correct?" Peter asked.

"Exactly, which means we need to get out as fast as we can", Diana said.

"[ _Originally we were going to take her back to Avengers Tower but Iron Fist has an idea on where to take her later]_ " Tony said. "[ _He says that they have a way to help Hope.]_ "

"Sonja just in case stay close to me", Peter said causing her nod in agreement.

"Alright then let's get going", Logan said. With that, the Avengers jumped out of the Quinjet and fell/flew to Utopia. Peter and Sonja held on to each other as they fell to the ground below. The moment they were going to hit the ground, they were grabbed by Diana who gently landed them on the ground. Afterwards the Avengers broke through the room where Hope was startling the people there.

"Get away from her you-oofff!" one of the children said only to be punched by Thor.

"Apologies but we came for the girl", Thor said.

"Hope we're getting you outta here", Jess said.

"Alright everyone, full withdrawal!" Cap said but Logan started sniffing.

"We're too late, Slim's here", Logan said as Cyclops and Emma Frost appeared.

" _ **Indeed, I am Logan**_ ", Scott said. " _ **And your behavior is becoming embarrassing**_ ". Scott proceeded to attack them with his optic beams blasting the heroes back. Natasha and Jess got back up and started to attack them.

"Get back! We just want the girl and we'll go!" Jess yelled while firing her venom blast.

" _ **Oh you get nothing, and this time you stay gone**_ ", Emma said blasting at them.

"Look out!" Steve yelled as they avoided the attack. Just then Thor stood in front of them with his hammer in hand.

"Stand aside boy... or I will call the storm and tear open the sky".

" _ **You're threatening me with weather?**_ " Scott said. Thor began to spin his hammer as hard and fast as he can before raising it up and bringing it down on Scott... only to be stopped in mid air. " _ **I am life and I am death... you think I fear the thunder and lightning?**_ " Just then Scott blasts Thor away before Emma holds her head in pain.

" _ **Scott! There's something... chaos!**_ " Emma said as the woman from before appeared. " _ **THE SCARLET WITCH!**_ " Wanda Maximoff the Scarlet Witch has returned.

"This. Must. Stop!" Wanda said in a stern voice. mercy, Scott... for all of man and mutantkind. I have seen where this leads".

" _ **We were simply defending ourselves, Wanda**_ ", Scott said. " _ **They came into our home-**_ " Scott was cut off by Wanda.

"And now they are leaving... with me", Wanda warned. Just then Hope spoke up.

"I want to go too", Hope said.

" _ **No. Absolutely not**_ ", Scott said.

"You said I could leave whenever I wanted", Hope said. "You said this wasn't a prison. I'm not leaving with them... I'm leaving with her".

"I will take you wherever you want to go", Wanda said with Steve whispering in her ear on where to go. Just then Scott tried to grab Wanda by her arm only to reel his hand back in pain from touching her. Scott looked at his hand in shock before looking to Wanda.

" _ **I-I felt that**_ ", Scott said.

"This is not for ill, Scott", Wanda said as she started to teleport herself and the Avengers away. "It's what needs to be... until tomorrow". And with that they disappeared.

" _ **If that is how it is, then we'll play that way too**_ ", Scott said. " _ **The Avengers have stolen our tomorrow away and will tolerate it no longer. This time we steal they're tomorrow**_ ". Scott picked up a piece of Cap's armor with an A on it. " _ **No more Avengers**_ ".

* * *

 **with the Avengers**

The Avengers had suddenly appeared out of nowhere looking at a city in front of them. "Where are we?"

"This is Kun Lun the place where Kung Fu was created", Logan said with a small smile.

 ** _Next time the Avengers counterattack against the Phoenix Five. This version of the black suit is like a mildly slim armored suit, not bulky and able to utilize his speed and agility. It's more suited for stealth than combat. Besides his actual stealth suit was take by Kaine._**


	10. AvX Part 4: Divide and Conquer

**Adtr509** : Yeah Emma is definitely like that. And trust me Logan will get with someone.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 10: AvX Part 4: Divide and Conquer**_

The Avengers arrived in the mystical city of K'un-Lun and began guiding Hope to Iron Fist who was a few steps away. The hero walked up and greeted the heroes. Danny had approached them and spoke. "Guys, I'm glad you're here", Danny said. "Now that Hope is here we can begin".

"Begin what?" Hope asked.

"Your training", Danny said as he guided the heroes to a room inside of a building. Inside the room was a man with a black cloak over his body with yellow eye similar to the eyes on Danny's bandana. "Guys this is Master Yu-Ti, he trained to becoming the Iron Fist".

"So Hope is here to learn how to fight?" Sonja asked.

"Not necessarily, we are here in order to train you to become one with the Phoenix", Yu-Ti spoke.

"Really why?" Hope asked.

"Decades ago, one of the Iron Fists before Daniel became the host for the Phoenix", Yu-Ti revealed surprising everyone. "She was able to control the power of the Phoenix after merging with it. If the Phoenix is after you then you must learn how to control it's power".

"Alright then I'm ready if you are", Hope said as she went with him while the heroes stood back.

"We need to inform the other Avengers as soon as possible", Steve said before turning to Peter. "That also includes your vampire friend".

"I'll tell her though she should be coming here", Peter said with Cap nodding. Logan and Diana grimaced at this.

 _ **-Flashback-**_

 _Peter and Vampirella walked into Avengers Tower to speak with Cap. Upon entering they saw that he was with Wonder Woman, Power Girl, Wolverine, Iron Man, and Hawkeye._

 _"Cap we need to talk", Peter said._

 _"What's going on and who is this?" Steve asked_

 _"I'm Peter and Sonja's bodyguard of sorts against Purgatori and Gath", Vampi says as she extends her hand. "Ella Normandy, my real name is Vampirella. My friends call me Vampi". Steve shook her hand but was kinda confused._

 _"You're an actual Vampire?" Steve asked._

 _"An alien vampire but yes I am. Don't worry I don't bite... hard", Vampi said in a flirty way. Steve looked a bit uncomfortable by this powered through it with a smile. Logan, Tony, and Hawkeye were glaring at Peter with the intent to kill._

 _"Good to know", Steve said before turning to Peter. "Okay what's going on?"_

 _"Madame Web sent her to me and Sonja to help us fight off against Purgatori and Gath as she said. I decided to take her here because she could help us against the Phoenix Five", Peter answered sheepishly as Diana and Karen gave him the 'you have some explaining to do' look._

 _"Does Blade know her?" Steve asked out of curiosity._

 _"Yes he does", Vampi answered for Peter. "We actually worked together to fight Dracula once"._

 _"Wow, you have to tell me the story after this is over", Peter told her._

 _"Will do", Vampi said._

 _"I'll admit Peter this is not what I thought would happen today but if she wants to help alright then", Steve said. "Just be sure that she doesn't try to kill anyone"._

 _"Understood", Peter said just as Logan approached him._

 _"I hate you so much", Logan said._

 _"You're not the first to tell me that Logan and sadly it won't be the last", Peter said._

 _ **-Flashback ends-**_

The group had decided to rest up a bit and headed for a nearby tent to relax and heal up. At that moment Diana spoke to Peter. "Peter are you sure we can trust Vampirella?" Diana asked.

"Honestly Di, I'm not sure but we'll see", Peter said as they continued walking.

* * *

 **Later**

Logan was waiting outside for Peter and Sonja to return. The moment the portal opened Peter, Sonja, and Vampirella all appeared with Doctor Strange.

"I will never get use to magic", Sonja muttered to herself.

"Thanks Doc", Peter said.

"Any time Peter", Stephen said.

"Hey Logan what's up?"

"I've trying to activate this device for a while now I think it's stuck. You think you can fix it?" Logan asked.

"Sure no problem", Peter said as he grabbed it and began working on it.

"So this is K'un-Lun? Honestly, it looks beautiful", Vampi commented.

"Yeah just make sure you don't do anything crazy or kill anyone", Sonja said.

"I won't kill unless I absolutely need to", Vampi said. "What's going on with you anyway?"

"I still don't trust you that's what", Sonja retorted.

"That's not it", Vampi said. "You seem different for some reason. When we fought you had no reason to not kill anyone at all. Now here you are and you're an entirely different person".

"Maybe I've adapted to this time".

"Or maybe something happened to you the last time you were here in this time", Vampi concluded.

"You know, now that she mentions it, you do seem a bit different, in personality that is", Peter said.

"Really Spider?" Sonja asked with a questioning gaze.

"It's nothing bad Sonja but look we'll figure it out later", Peter said. "Right now we need to focus on stopping the X-Men". Peter then handed the device to Logan. "Here you go, good as new".

"Thanks", Logan said with a small smile.

"So who are you trying to get in contact with?"

"You'll see", Logan said as he activated the device and it showed a hologram of Ororo Munroe aka Storm. "Ro".

" _Logan_ ", Ororo said.

"I understand if you're mad by what's going on mainly with me but what I'm doing right now is for the good of all", Logan said.

" _Was trying to kill Hope for the good of all?_ " Ororo questioned skeptically.

"You know the answer to that. Ro look, Scott isn't thinking straight and you know that", Logan said. "None of this is what Xavier wanted".

" _Then why are you with the Avengers?_ " Ororo shot back. " _Why be with people who know little about our people at all?_ "

"Because unlike the Avengers, the X-Men have lost their way" Logan said. "You think I want to be away from you all? Do you think I want to disagree with Scott and Emma on how to teach kids? Do you think I want to see my race start to disappear? But more importantly do you think I want to fight against any of you all because of a little girl? The answer is no Ororo I don't and you know that".

Ororo for the most part was silent at that response. Logan did have a point. The only reason why he is the Avengers and not the X-Men is because Scott made it personal between them. Ororo could see that Logan meant every word he said.

" _I-I better get going_ ", Ororo said before she cut off the feed.

Logan sighed at this before Peter spoke up. "Logan, we'll stop Scott, that I am sure of".

"I know", Logan with a small smile forming.

* * *

 **5 Days Later at Avengers Tower**

Iron Man and Captain America was able to contact a select few heroes whom they were able to get in contact with. The heroes they were able to contact were Beast, Vision, Black Panther, and Black Canary. The two decided to tell the others of what happened to Hope and Scarlet Witch's return to help.

" _So what's next now that Hope is in K'un-Lun?_ " Dinah asked on the monitor.

"For now we make sure that we keep the X-Men off of our scent and away from Hope until she is able to fight alongside us and against the Phoenix", Steve said.

" _And what about Wanda?_ " T'Challa asked.

" _Exactly the question I wanted to ask_ " Vision chimed in. "Can we even trust her to help?"

"Look I get there are some trust issues when it comes to Wanda but listen Wanda is here to help", Steve said.

" _Despite what we feel about Wanda she was able to inflict pain to Scott_ ", Beast stated. " _It seems as though the chaos magic she wields is effective to the Phoenix_ ".

"That is why we need her. Her powers are the key to stopping the Phoenix Five", Tony said. "How are things with the other Avengers?"

" _Not good_ ", a voice called from behind Dinah revealed to be Hal Jordan the Green Lantern. " _We ended up fighting against Rouge and her group and we lost Carol, Jess, and Clint_ "

"What?!" Everyone gasped.

" _Apparently the X-Men are taking prisoners. We saw that girl named Magik open a portal to some place called Limbo and drop them in_ ", Hal said. " _We're going to need to find a way to get them out and fast otherwise they'll go insane_ ".

"We'll get them out that I promise you", Steve said. Just then someone in the background was ran in for Black Panther.

" _T'Challa great one, the lake, Twisted Visions Lake, it rises up! A wall of water simply rose up!_ " the man said.

" _Oh no_ ", T'Challa said as he ran outside.

"T'Challa! Shit!" Steve yelled as he turned off the monitor, ran and grabbed his shield, and activated his communicator. "Avengers, Wakanda is under attack! Time to assemble!"

* * *

 **Wakanda**

The moment Steve and Tony arrived in Wakanda only to see hundreds of Wakandans drowning in water and being eaten by sea monsters. They could see that T'Challa was desperately trying to save his people. Sadly though, he was failing as he can't save everyone. Steve gritted his teeth and clenched his fist before yelling. "DAMN YOU NAMOR!"

"Steve, relax there's still time to save a few of those people", Tony said before flying off to aid T'Challa. Cap tried to run towards them only to Namor shoot a fireball at him.

"Gaaaaaahhhh!" Steve yelled in pain.

" _ **You brought this upon yourselves! You defy our power! You defy our kindness and leadership!**_ " Namor yelled as he attacked Steve. " _ **Everything that was ours we gave to you and you repay us with betrayal! And for that-**_ " Before Namor could finish Cap's shield hit him in the face.

"Shame on you, Namor" Steve said. "Avengers how are you and where are you?" Namor charged at Steve only to be punched at the back of his head by Iron Fist.

" _ **You brought this on yourselves**_ ", Namor said getting back up.

"I was just thinking the same thing", T'Challa said as he tried to blast Namor with a gun only to be hit with cosmic fire courtesy of the Phoenix Force. Namor held him up by his neck. Cap and Danny tried to get to them but had to contend with the sea monsters trying to eat them. "I am going to see you dead for this Namor".

" _ **Not with a tool of a surface dweller, and not by your hand King T'Challa**_ ", Namor commented. " _ **Must know I would not stand for this. You must know I was going to come here and kill you. You must know your power is nothing compared to mine**_ ".

"I do know that", T'Challa said. "We were stalling". Just then a portal opened with Spider-Man, Red Sonja, Vampirella, Red Hulk, Vision, Valkyrie, Thing, Doctor Strange, Thor, Beast, Falcon, Quicksilver, Wonder Woman, and Zatanna.

"Avengers Assemble!" Peter yelled as they all attacked.

Zatanna removed a wand and pointed it at the sea monsters attacking everyone. " _ **Sretsnom, nruter ot erehw ouy emac!**_ " In an instant the monsters disappeared returned back to the seas allowing Steve and Danny to join the fray.

Peter swung in and shot a glob of webbing into Namor's eyes. After Peter webbed his eyes Namor was slashed by Sonja and Vampi with their sword and claws. This resulted in Peter kicking him in the face. Namor was then attacked by Quicksilver who ran around Namor at high speeds delivering over a thousand punches before running off. Vision followed afterwards by firing a beam at Namor. Namor in his rage released a powerful shock-wave sending everyone back.

The thing that happened was something that was a long time coming. The Avengers all jumped in and was beating the ever loving shit out of Namor. Red Hulk punched him. Thing punched him. Iron Fist kicked him. Diana punched him in an area where no man should be punched... especially by an Amazon. Vampi slashed at him again causing him to bleed and Valkyrie backhanded Namor in the face. Namor having been fed up with everything, grabbed Red Hulk's arm and broke it with his bones tearing through his skin before shooting fire at everyone.

" ** _I am homo superior!_** " Namor yelled. " _ **I am your king!**_ "

"Let us show how we feel about that your majesty", Peter said before releasing his stingers and dashed towards Namor and slashed his chest. Peter sheathed his stingers just as Sonja and Diana punched Namor into the sky with Thor striking down the Atlantean with his hammer.

"Wanda, now!" Steve yelled. With that Wanda appeared and used her powers to attack Namor. After along struggle an explosion occurred with Wanda and Namor falling to the ground. Peter was able to catch Wanda in his arms Namor fell back first onto the ground only to be kicked by Thing.

"And that's just cause you're you", Thing said.

"Thank goodness it's over", Vampi said.

"I'll admit you did good fighting him", Sonja commented.

"The others are going to come for us now", Danny said.

"Agreed", Diana said before nodding to Doctor Strange who created a portal to K'un-Lun. Just as they were exiting the other members of the Phoenix Five appeared. They were able to use their combined powers to hold a few Avengers in place to prevent them from leaving. However, this stopped when they were given Namor's portion of the Phoenix Force the second it left Namor. The trapped Avengers were able to get away quickly before anything could happen to them.

* * *

 **Later in K'un-Lun**

A day had passed after the battle in Wakanda and the Avengers' are being beaten left and right with the Phoenix Four's assault on it's members everywhere. As everyone guessed if a member of the Phoenix Four is defeated then the others will be empowered with their fragment of the Phoenix. To make things worse, so far Hope's training hasn't been getting anywhere. Yu-Ti decides that instead of learning martial arts for now, someone should be able to talk. The person that he chose to do so shocked everyone there.

"Say what now?" Peter asked.

"Train her", Yu-Ti said. "Teach her everything you know".

"But-but aren't you the kung fu master of all kung fu masters?" Peter asked.

"Quite".

"Show shouldn't you do the-" Peter was cut off.

"Now it is your turn", Yu-Ti said.

"Hasn't she already been trained by Cyclops, Wolverine, and... and..." Peter began when Hope spoke.

"Cable".

"Yeah, Cable".

"Yes. Now... it is your turn", Yu-Ti said as he started to walk away.

"Well I'll leave you alone to get started", Danny said as he began to leave.

"So uh..." Peter said unsure of what to do. Hope gave him a look of annoyance.

"I'm not dressing like you. I can tell you that", Hope said.

"Thank God, there's already like 8 Spider-Ladies", Peter said. "So what's Magneto like?"

"So you've got nothing", Hope said.

"Hey, give me a break. I just got this gig", Peter said.

"Okay, well you go figure the 'gig' out and I'll be over here figuring out what exactly I've been put on this Earth to do, how I ended up in a magical Kung Fu city where no one teaches anyone Kung Fu and what I'm suppose to do when the cosmic powers of a big firebird dump themselves right on my head!" Hope snapped. "Because right now, I'm pretty sure the world's going to blame and I didn't ask for any of this. Not one damn bit of it".

"Yeah, well..." Peter said as he decided to tell her something that was taught to him just as Sonja and Diana were coming by to see what was going on. "With great power comes great responsibility".

"What?!"

"With great power comes great responsible", Peter repeated.

"What the hell am I suppose to do with that?" Hope said.

"It's something my uncle used say to me".

"Your uncle, he'd say this what, over breakfast?" Hope asked skeptically.

"Sometimes", Peter joked. "And this was before I got bit by the Spider that dumped its Spider-Powers all over my head and everyone started blaming me for every bad thing that ever happened to New York City, so yeah. The thing is, when he said it, I didn't know he was talking about and I didn't figure out what he was talking about until it was too late. Until some idiot with a gun shot and killed him. An idiot who I could have, maybe, definitely, stopped if I wasn't so busy worrying about myself and, instead, really listen to the words he was saying".

Hope's skeptical look turned into one of intrigue.

"With great power there must come great responsible. And ever since that day... I've been trying to live a life that resembles what those words mean", Peter said. Hope had realized that she like many other people had misunderstood Spider-Man. Cable had told her that Spider-Man would be become the greatest hero ever and right now she was seeing why. "And I can tell you they mean everyone. I can also tell you this..."

Hope paid close attention to what he had to say.

"You can live everyday of trying to think of something more profound or more on the nose", Peter said before continuing, "but for us, for people like us, who suddenly find themselves out at a crazy world and not knowing what the hell we're supposed to be doing in it, I can tell you that just remembering that with great power comes great great responsibility... can completely define you". With that the arachnid based vigilante started to leave. Hope apparently was inspired by him chased him to ask him a a myriad of question.

"Hey ho, wait up", Hope said. "What else did he say? Did he say anything else? Should I get a new costume? Maybe I should should. Where do get you yours?" All the while Peter chuckled to himself knowing he did the right thing. Apparently Diana and Sonja smiled at what was said.

"That's Peter for you", Sonja said. Diana nodded but quirked an eyebrow before turning to her.

"Did you just call him Peter?" Diana asked. Sonja's eyes widened by this and questioned why she did that.

Later on Hope's training showed a vast amount of improvement as she was able to learn various attacks and how to hone her abilities. However, a badly beaten Cap approached Peter, Sonja, Vampi, Diana and others to tell them something bad.

"We lost Thor", Steve said.

"By Hera", Diana gasped.

"By Mitra", Sonja also gasped.

"Okay, I gotta ask, who is Mitra?" Vampi asked getting a slight glare from Sonja.

"Vee focus, we need to get Thor back and the others", Peter said.

"I know, but we need a location on where", Steve said.

"I believe I can be of help", said the voice of Charles Xavier who walked in with Storm.

"What's she doing here?" Vampi questioned.

"I have defected from Scott' side after hearing what happened to Wakanda", Storm said. "I admit that I joined his side because I thought he was right but if it meant the destruction of a city I use to rule then I would never have joined him".

"Use to?" Peter asked.

"Let's just say that T'Challa was angry that I joined Scott and the high priest decided to annul our marriage", Storm stated with sadness. "T'Challa was the high priest".

"I'm sorry to hear that", Diana said.

"For now we have to focus on getting the other Avengers out", Charles said. "And we know where they are".

"Lead the way Professor", Peter said as they started to leave.

"And to answer your question, Mitra is the Persian God of light and justice", Sonja answered and Vampi shrugged satified that she had an answer.

* * *

 **Limbo**

With Doctor Strange's help the group consisting of Peter, Sonja, Vampi, Diana, Logan, T'Challa, Danny, Jen, Steve, Ororo, and Charles were able to teleport to where the other Avengers were being held. The group was able to get to a cave where upon entering saw multiple demons. Doc Strange was able to cloak them all with a spell in order to pass on through undetected by the demons and eventually found their missing, imprisoned, and defeated teammates.

"Found them", Sonja said as she looked at the unconscious form of Carol hanging upside down. Beside Carol were Jess, Thor, Luke Cage, Thing, Hawkeye, Black Widow, and Power Girl.

"Are they still alive?" Diana asked as she floated near Power Girl.

"Barely, these creatures are feeding on their minds, possibly their very souls", Strange said.

"We need to get them of here, now", Logan said.

"We'll have to carry them out by hand", Strange said. "There is too much demonic interference for me to teleport us back to K'un-Lun. That and my spells are being blocked".

"Um guys, who's gonna carry us?" Peter asked as his spider sense was blaring at him. Just then Magik and Colossus attacked them all. Try as they might the Avengers could not keep going and they were being decimated by the Phoenix empowered siblings.

"Sonja get the others down", Peter said.

"Done", Sonja complied and used her sword to set the unconscious heroes free.

"Time to go", Peter said as he webbed up Logan and Jen and pulled them away with the other heroes just as they started to escape. Just as they were making their getaway debris started to fall. Peter was able to push the others out of the way in time but he was trapped with Magik and Colossus.

"Spider/Peter!" Sonja and Vampi yelled as they tried to help free him.

"Come back for me later! Make sure the others are alright!" Peter said as he turned to face the two siblings. Sonja slammed her fist at the side of the cave as she started to run away with the others with Vampi following right behind.

" _ **You intend to hold us off how exactly?**_ " Magik mocked.

"Why the power of laughter of course! Knock knock", Peter said only to avoid being attacked. "Gah, nobody appreciates the classics anymore". Peter was squaring off against them as best as he can however their overwhelming power was able to push him back hard. Peter started to get back up only to be punched in the face by Colossus causing him to reel back in pain.

" _ **Stay down I wish not to hurt you, at least I don't think I do**_ ", Colossus said only to receive an uppercut from Peter at full force. Metal skin or not Colossus felt a bit of pain. Colossus went for another punch but Peter jumped out of the way and kicked Magik for trying to attack him from behind. However Colossus got the upper hand and punched him back down before stepping on Peter's back.

" _ **This is pathetic brother. You have this power and yet you hold back. Finish him before I finish you both!**_ " Magik said. Colossus turned to her

" _ **Please stop saying such things sister. You are beginning to worry me**_ ", Colossus said. " _ **I worry what this power is doing to you Illyana. I worry that you are giving in to the darkness. Perhaps you should let me carry this burden for the both of us**_ ".

" _ **You simple-minded child! You barely know what to do with your own power!**_ " Magik retorted. At this Peter got an idea.

"You know you two should stop and think about what you're going to do next", Peter said. "If one of you tries to take me out, who's to stop one of you from attacking the other and gaining their power? After all, you both know what would happen to all that power if one of you was to fall, right? I'm sure neither of you wants to see that".

Moments later the other heroes returned to the cave. Just as they were able to break through what was blocking their path they were met with the Phoenix Force that flew above them and left to find Scott and Emma. Sonja rushed ahead breaking through to find a badly beaten Spider-Man with the unconscious bodies of Colossus and Magik.

"Spider!" Sonja yelled as she ran towards him and caught him in her arms as he collapsed.

"I goaded them into fighting each other and they took themselves out", Peter said. "If they're both down that means their power just went..."

"Yeah it did", Steve said as he and Sonja started to hold him up and get out of there.

* * *

 **K'un-Lun**

Hope was standing with Iron Fist worried about Spider-Man. After Cap and the others got their missing teammates back, Hope was shocked to learn that Spider-Man stayed behind. Right now she hopes that he is alright. Just then a bright light appeared before her and Danny.

"What in the world is that?"

"That is what it looks like when someone tears their way through dimensions. I am sorry Hope, I truly am", Danny said.

"Sorry about what?"

"I am sorry we will never get to finish your training". It was then that a voice spoke to Hope.

" _ **Hope! It's time to come home**_ ", Scott said as he held out his hand for Hope.

 _ **Next time the Hope vs Cyclops and the conclusion of this titanic story. After that the aftermath and a confession.**_


	11. AvX Part 5: Final Battle

**Mcleanbryce7** : Thanks man.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 11: AvX Part 5: Final Battle**_

Captain America, Sonja, and the others came out of a portal with a badly injured Spider-Man and entered into K'un-Lun. What shocked everyone was that the buildings were partly destroyed and so they ended up walking through to see what happened. "I really hope nothing bad happened to Hope", Steve said.

"I don't think you'll have to worry because she's right here", Logan said and pointed to Hope accompanied by Iron Fist, Iron Man, and Scarlet Witch who all came to them. "Stark what happened here?"

"What happened was you missed it all... you missed the turning point", Tony said with joy in his voice. "Because our girl Hope just kicked Cyclops's ass".

 **-Flashback-**

 _" **Playtime is over. Time to face destiny, Hope** ", Scott said as he blasted at her and Danny. Danny was able to grab her and move out of the way from being attacked._

 _"Noo!" Danny yelled._

 _" **Why even resist? You're putting innocent people at risk, for no reason** ", Scott said. " **Don't you see what we've accomplished?** "_

 _"Well Mussolini made the trains run on time too Summers... but you're not taking the girl", Danny said._

 _" **Please Iron Fist, don't make me laugh** ", Scott mocked. With that Iron Fist tried to attack as a way for Hope to escape. This attack failed entirely. " **Really? Have you not been paying attention at all since the world changed? You're nothing to us, Rand... none of you Avengers are** "._

 _"Gyyaaahhh... just... need... one...", Danny said as he tried to attack only to be pushed away and knocked unconscious._

 _" **Forget it. It's no use talking to you people. None of you understand... I'm trying to save a whole species** ", Scott said as he levitated to find Hope... only to be attacked by Iron Man. This did nothing to Scott as he easily defeated Tony knocking him out as well. " **You're wasting my time Stark... and doesn't matter. I'll find the girl, this whole city can't stop me** "._

 _[...Might be... mistaken... about that...]" Tony tried to say._

 _" **I'm practically a God... mystical Kung Fu doesn't worry me** ", Scott said as he started to walk away. " **Don't get in my way again** "._

 _Hope was able to make it to a cave where Yu-Ti was. "Master Yu-Ti!"_

 _"I'm here Hope Summers", Yu-Ti said. "And it is time for your final lesson". With that Hope looked confused as to what he meant._

 _Back Scott he was searching for Hope and calling for her. When he was suddenly blasted in the back by green fire. " **Gaaahhhh!** " Scott yelled. He started getting back up and looked at what attacked him. " **That... hurt... what?** " Scott saw Hope as well as Yu-Ti ride on top of a red dragon. This was Shao Lao the source of power for the Iron Fist and a being that once defeated the Phoenix._

 _"Again Shao Lao!" Yu-Ti commanded and Shao Lao complied blasting more green fire. However, this time evaded the attack and blasted it with his optic blasts knocking Hope and Yu-Ti off of it and knocking Shao Lao out of the sky. Scott slowly approached the dragon and it glared with rage at him._

 _" **You hurt me that, won't happen again creature** ", Scott said before being kicked in the back by Yu-Ti._

 _"You would kill a wounded animal and you would hurt a little girl. Where is your honor Cyclops?" Yu-Ti asked. Scott glared him before turning to Hope._

 _" **You're really siding with them... over your own people, Hope? Why?** " Scott demanded an answer._

 _"Look at what you've done here Scott", Hope began to say. "Why would I side with monsters... who would destroy innocent lives?"_

 _" **I'm trying to save our species girl! If that makes me a monster then I'll be a-** " Scott began but was cut off by Hope._

 _"STAY BACK!" Hope yelled blasting Cyclops with green fire. Hope's power is to mimic the powers of other beings around her. So by being next to Shao Lao the dragon, she was able to use Shao Lao's abilities. Hope reeled back at what she just did. "Oh my... I mimicked the dragon. How did I do that?" Scott then got up to approach her._

 _" **That's it... now you've pissed me off** ", Scott growled in anger. Just then Beast, Scarlet Witch, and Iron Man appeared. " **You!** "_

 _"Everyone get behind me", Wanda commanded as she tried using her chaos magic to hurt Scott. Scott remained unscathed._

 _" **Nice try Wanda, but I'm stronger than the last time we met** ", Scott said. _

_"Crap, that was everything I had", Wanda said. Scott approached them all but Hope had jumped in front of the others._

 _"STOP THIS!" Hope yelled. From out of nowhere Scott stopped levitating and fell to the ground. With that Hope ran up and punched Scott in the face. "GO AWAY!" And just like that Scott disappeared out of K'un-Lun._

 **-Flashback End-**

"Nice job kid", Logan said with a smirk.

"Yeah with your power you'll be able to restore mutantkind and stop both Scott and Emma, ow", Peter said before clutching his ribs in pain.

"Easy Spider", Sonja said. "We need you alive for that fight".

"Right", Peter said.

"I'm glad you're alright Spider-Man", Hope said.

"Please, call me Peter", Peter said as he took his mask off revealing his face to her before holding out his hand. "Peter Parker". Hope happily shook his hand. Wanda smiled only that smile to fade and getting a vision of a woman surrounded by hell fire and brimstone and a had snow white hair. Apparently this woman was smiling an evil smile and looked to face Wanda and spoke.

 _ **Hello Wanda Maximoff, tell the Spider I'm coming for him.**_

The woman's presence sent shivers down Wanda's spine that Wanda nearly fainted only for Beast to catch her.

"Wanda are you okay?" Beast asked.

"Yeah I'll be fine", Wanda holding head. A few people there, mainly Logan, Sonja, and Diana, looked a bit skeptical at that. Just then Diana asked the question.

"Where is Scott anyway?" Diana asked. The four shrugged not knowing where he went.

 **-The Moon-**

Scott was punched directly to the Moon crashing onto it's surface. The moment he got up saw Uatu the Watcher a being that watches over everything in existence. His presence means that something bad was going to happen but Scott decide to ignore this and flew back to Earth.

* * *

 **Elsewhere**

In order to combat Cyclops and Emma Frost our heroes decided to travel and find allies that will help them. One particular ally was recommended by Peter and so they went to find him. The Avengers arrived in a large valley where a being was standing. While most of the other Avengers stood back out of fear, Cap, Peter, and Sonja approached him. It was then that Cap spoke.

"I'm sorry to come to you like this", Steve began. "You know I respect you and your space and I would never come to you unless I was at the end of my rope. And I am at the end of my rope. Scott Summers aka Cyclops is going out of control with the power he posses and if left unchecked it could destroy everything. We have tried to fight him off as best as we could but it is not enough. We need more than we have, we need more firepower. That's why I've come to you. I was hoping you would join us. I know you only fight a fight worth fighting and this is a fight worth fighting. If we lose this, we lose everything. Will you help us? Please?"

"Yes, Hulk will smash for you", said none other than Bruce Banner aka the Incredible Hulk, the strongest there is. ( _ **Fun fact: It took 50 years for Hulk to rejoin the Avengers,**_ _**count them 50 years**_ ).

* * *

 **Wisconsin**

Wondering out into the middle of nowhere was Anne Marie aka X-Men member Rouge. "Hello, you know me as Rouge of the X-Men. Ah come here for asylum", Rouge said. "It was a huge mistake following Cyclops and others. He'd never led us wrong before. What ah'm tryna say is y'all were right. Completely, terribly right. Please, let help you stop them and let us right the wrongs we made".

"I can promise you, Rouge. No one here is going to hurt or subdue you. Your thoughts cannot lie so I know your words are true", Xavier said as he appeared from a glowing background of a Helicarrier.

"Professor Xavier! Your here!" Rouge said with hope. Just then the Avenges started to appear.

"Tell the others, they have my word. This is a safe harbor", Charles said. At that the other X-Men members started to appear. At a while the Avengers and the X-Men are together united for one purpose stop Emma and Scott. Words of apologies were spoken and bridges were being rebuilt between both sides.

* * *

 **Utopia**.

" _ **I know what you're thinking Scott**_ ", Emma said to Scott who was right in front of her pondering his next move.

" _ **Stop poking around in my head, Emma. It annoys me**_ ", Scott said.

" _ **I wasn't but I know what you're thinking**_ ", Emma said. " _ **There were five of us. Five Phoenixes. And each of us shared the Phoenix Force. And now there are only two. Everyone of us that falls, the others gain power. Now it's just us splitting the Phoenix**_ ".

"Clearly you're thinking that", Scott rebuffed.

" _ **No darling to honest... I that it would be so much better to burn to this world down and start from scratch**_ ", Emma said as fire started to engulf her body except her face. " _ **Every time I close my eyes... I see it clearly**_ ".

 _ **"I see it too**_ ", Scott said.

" _ **Then why not burn it to the ground? We have this power to remake the world in our image and yet we hold back**_ ", Emma says. " _ **If it were Logan, Captain America, Xavier, or even Spider-Man that had this power we would have already ceased to exist!**_ "

" _ **I know, it's exactly what they would do! We-**_ " Scott stopped and looked at Emma as they both were engulfed in flames. " _ **Emma what's wrong with us**_ ".

" _ **I-I don't know**_ ", Emma replied with honesty. Just then Scott sensed something and went to go see what it was.

" _ **Stay here**_ ", Scott said as he went to find Charles Xavier by the beach.

"It's over Scott", Charles said. I warned you if you continued down this path, I was going to stop you. You need help and I will help you".

" _ **How dare you Charles**_ ", Scott glared. " _ **I finally put the world the way it's suppose to be. I did it, me! and it kills you!**_ "

"You sit as judge and jury of the human race even though I specifically taught patience and-" Charles was cut off by Scott.

" _ **No!**_ " Scott said. " _ **You sat in that chair for years and did nothing! And instead of praising me for my bold vision, instead of thanking me for saving our people... you come here to threaten me? Shame on you**_ ".

"I'm sorry Scott but I'm shutting you down", Charles said.

" _ **You don't have the power**_ ", Scott rebutted.

"I do Scott", Charles said.

" _ **I'm not going to let you ruin what I've created**_ ", Scott said.

"I'm ashamed of you", Charles said.

" _ **What are you-? No!**_ " Scott said.

"Scott, I love you, and I promise I will get you help", Charles said.

" _ **GET OUT OF MY HEAD!**_ " Scott yelled and Charles complied. Exiting the mindscape Scott could see that the Avengers, Red Sonja, Vampirella, the five Justice League members, and the X-Men were fighting against Emma Frost. More importantly he was being restrained by Doctor Strange.

"Keep the fight on Summers and Frost!" Steve commanded. "Don't let up! Not even for a second! Keep it contained and focused! Keep them off-game so Xavier can regain control and shut it down".

" _ **ENOUGH!**_ " Scott yelled and caused a huge shock-wave sending almost everyone back. He also managed to create the Phoenix's wings.

"Sit down boy!" Charles demanded. "I asked you, I begged you, and now I'm making you! STOP THIS MADNESS!"

" _ **SCOTT!**_ " Emma yelled.

"Emma, something I've always wanted to say to you", Storm said before she blasted Emma with lightning. Emma fell to the ground landing on her back. The moment she was getting back up Spider-Man ran up to her.

 **POOOOOOW**

Peter punched Emma as hard as he could disregarding the cosmic flames that started to burn his knuckles. Emma was sent flying back and landed again on her back.

"That's for setting me on fire you bitch!" Peter yelled.

" _ **How could you do this to us Xavier?! You've betrayed your people! You've betrayed all of us!**_ " Scott yelled as he shot his optic blasts at him only to be deflected by Cap's shield and sent right back at Scott knocking him over. " _ **You're forcing me to do something I don't want to do Charles!**_ "

"NO!" Scarlet Witch said as she blast Scott with magic. Scott soon fell to the floor.

" **What is wrong with you mutants?! We're doing this for you!** " Emma yelled as she attacked Wanda. Wanda was sent flying only to be saved by Sonja. Zatanna appeared and cast a spell on Emma.

" _ **NAIRTSER REH!**_ " Zatanna yelled calling forth magical chains to wrap around Emma. Just then Black Canary used her famous Canary Cry on Emma at close ranch.

 _ **EEEEEEEEEEEEEEEEE!**_

Emma reeled in pain for a bit releasing cosmic fire to blast them. They were saved from being burnt by Vampirella and Wonder Woman. Unfortunately, Emma did not notice that Hulk was behind her.

"HULK SMASH!" Hulk said as he clobbered her into the ground.

"Stay down Scott! I mean it!" Charles yelled.

" _ **If you could have stopped me you would have!**_ " Scott retorted. " _ **Last chance Charles. Magneto?**_ "

"You want to take it this far, Scott", Magneto said. "I brought Xavier here!"

" _ **You**_ ", Scott hissed. " _ **They're here to kill us and you side with them as well?! You of all people. What good are you?!**_ " Scott prepared to attack Magneto when Scarlet Witch intervened.

"FATHER!" Wanda yelled as she blasted Scott's cosmic fire away from her father. "GET AWAY FROM HIM!"

"Now!" Thor yelled and was going to hit Scott with his hammer only to be blown away Scott's cosmic fire. However, while Scott was attacking Thor he was shot in the neck by an arrow courtesy of Hawkeye.

"Nice shot, Hawkeye", Hal commented.

"He''s going to kill me", Hawkeye remarked.

"Probably, but still nice shot", Black Widow said.

" _ **You see that, Xavier? They're trying to assassinate us!**_ " Scott yelled. " _ **This is who you side with!**_ " Scott was then attacked by ice shards by Bobby Drake aka Iceman.

"Not us, you!" Bobby yelled. "It's just you everyone is sick of! Damn you Summers!" With that Bobby attacked him again.

"It's over Scott", Charles said to him.

Realizing that he was at the end of his rope Scott whispered to himself. " _ **I'm sorry, Emma**_ ". With that he blasted Emma with his optic blasts and absorbed her portion of the Phoenix, becoming to one and only host for the Phoenix Force. After a huge explosion erupted, Scott walked out of the fire with all the power of the Phoenix at his disposal.

"Scott, look around you. I'm begging you, son, stop this please", Charles said.

" _ **You are not my father**_ ", Scott answered back.

"That is enough!" Charles yelled.

" _ **it is**_ ", Scott said as he lifted him up.

"NOOOOOOOO!" Logan and Hope yelled out only for a large explosion to occur. When the smoke cleared, everyone gasped as there was only one thing they all saw. The only casualty of this war that was started because of Scott Summers.

Charles Xavier aka Professor X, was dead. Murdered by his first student.

In a heartbeat things went from bad to worse as Scott was consumed by his negative emotions and cosmic fire spread everywhere.

"What's going on?" Diana asked.

"It's what we feared the most, our worst nightmare", Peter said.

Scott floated above them all the image of the Phoenix behind him. " _ **I am fire and life incarnate now and forever. I AM PHOENIX!**_ " Scott announced.

"He's become Dark Phoenix", Beast said.

With that Scott attacked everyone there with his optic beams and blasted others with cosmic fire. Dark Phoenix continued attacking when Peter webbed Cap's shield and and used it to protect himself, Sonja, and Vampi from his attack.

" _ **You're not gonna win Spider-Man and you know it**_ ", Scott taunted. Just then Power Girl and Ms. Marvel used both heat vision and photon blasts in conjunction with each other to hit Scott in the back. Scott turned around and blasted at them both only for Diana to block it with her braces and redirect it at him. That did nothing to harm him.

"Everyone! Take him down!" Logan yelled with his claws out and they all attacked.

" _ **Take me down? You would have better chance stopping the sun from rising by throwing pebbles at it. The Phoenix is beyond your power**_ ", Scott said. " _ **This world will burn and from it's ashes a new world will rise. A brave new paradise forged in fire. But not for the likes of you**_ ". With that Scott pushed everyone back with another shock-wave of energy. " _ **So many fools. So many wasted lives to be burned away in the all-consuming flames of the Phoenix**_ ".

"I don't think so", a voice called from behind Scott revealed to Hope Summers who stood with Scarlet Witch.

"Nothing else burns today", Wanda said.

"Except for you", Hope finishes.

With that Hope and Wanda attacked Scott with everything that they have. Hope punched Scott with a combination of chaos magic and the Phoenix's own power. Wanda continued attacking Scott with hex bolts that hit him in the back and face. The two continued their assault on the man who killed Charles Xavier. All the while Scott started lose more control over himself and caused an explosion around him.

" _ **GGGGRRRRRRHHH!**_ "

"Scott..." a voice called. "Scott this has to stop".

" _ **HHGGH?**_ "

"Scott please.", the voice continued. "It's all right. I'm here now".

" _ **Jean?**_ "

"It's time Scott. It's time to let go".

" _ **Jean I...**_ "

"I promise... it doesn't hurt". This turned out to be Hope who, alongside Wanda, attacked Scott simultaneously. This act alone caused the Phoenix to leave Scott and look for a new host. And just like that Hope became the host for the Phoenix. Unlike the Scott and the others that were corrupted by the Phoenix's influence, Hope was perfectly fine. Hope floated towards Wanda.

" _ **Wanda it's time**_ ", Hope said.

"I know", Wanda said and with that the two grabbed each others hands and combined their powers together speaking three words.

"No more _**Phoenix**_ ", Wanda and Hope said together causing the Phoenix to disappear and for it's energy to disperse all over the planet. And just like that, it was over. This war had finally ended and the Phoenix was gone. In the end mutantkind was restored but it took the life of the man who wanted peace for all mutants everywhere.

 _ **Next time the aftermath of Avengers vs X-Men and Sonja opens up to Peter.**_


	12. AvX Aftermath

**Spawn Hades** : Yes that line is in the actual story.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 12: AvX Aftermath**_

Inside of an interrogation room was Scott Summers aka Cyclops, the former leader of the X-Men and the murderer of Professor Charles Xavier. Immediately after Hope restored the mutant race and the Phoenix disappeared, Scott was arrested and imprisoned. It had been a few day since then and Cyclops was brought into the interrogation room to speak with Captain America.

"There's a point past which I don't remember much about what happened", Scott said to Captain America. "And there's no TV in my ruby quartz prison cell, but I remember enough. I nearly destroyed the world and I killed Charles Xavier". The way he said the last part was full of regret for his actions.

"Your list of crimes is rather lengthy, but yes those are right at the top", Steve said to him.

"Xavier was responsible for whatever is the best in me", Scott stated. "As for the rest... I take full responsibility".

"I wish your fellow renegade X-Men felt the same", Steve said. "At present, there's still no sign of them. But I'm sure they'll turn up somewhere before too long". Elsewhere in an alleyway Magneto was dressed in a cloak in order to escape authorities and hide his appearance. To his right there were wanted posters, courtesy of the Daily Bugle, for Emma Frost and Namor.

"I said I would take responsibility", Scott said. "You should leave them be".

"You're not in a position to give orders anymore Summers", Steve retorted. "Emma Frost and others will have to answer for themselves. The Phoenix itself is as much to blame as anyone or anything, I get that. But I can't help your friends if they won't turn themselves in". At that Steve paused for a bit before speaking again. "I will take my share of responsibility for of this as well. Back on Utopia, you were right about one thing: the Avengers should've done more to help mutants. I should've done more. I allowed the world to hate and fear them for far too long. I won't make that same mistake again".

 **-Avengers Tower-**

"I don't understand", Hawkeye said as he stood with Scarlet Witch looking at a monitor with a few X-Men and Avengers. "What is this again? Cap's putting together a _New_ Avengers team?"

"Not exactly", Wanda said. "This is something more... _Uncanny_ ".

 **-Back with Steve-**

"Well then, I guess this begins a new age for the Avengers and the X-Men both", Scott said.

"Don't you dare! Don't you dare try and turn this into a win!" Steve demanded. "You waged war that set friend against friend, you played Russian Roulette with the planet!" In Wakanda Black Panther and Storm try to rebuild Wakanda but there is still on their relationship. "You left wounds that will take years to heal, if they ever heal at all. And you killed one of the finest men I've ever known. If you consider that a win... I pity you. I really do".

"Last night, out of the blue, a man in cell block B began vomiting acid", Scott began. "It burned his cell door apart. He very nearly escaped. There are new mutants being born, aren't there? So I was right about the Phoenix. It wasn't here to destroy us".

"No only you were", Steve retorted.

"Change never comes easy", Scott said. "There were always going to be sacrifices. If I could trade places with Professor Xavier, I would, without hesitation".

"If only it was that simple", Steve said. "If only the end always justified the means. I'd say we're about down here. Unless there's something you'd like to add?" Steve turned towards Logan.

"No", said Wolverine. "I've got a eulogy to give".

"That's the thing about the Phoenix", Scott said. "There always has to be destruction... before the rebirth".

* * *

 **Elsewhere**

Hope had just left the destroyer remains of what use to be Utopia now quarantined by SHIELD. After jumping over a fence Hope took a deep breath before smiling.

"God, what a beautiful day", Hope said.

With the restoration of the mutant race, Hope's mission finally ended. And now her new journey was beginning. With that Hope activated her jet pack and flew off into the distance.

* * *

 **DC Earth/Watchtower**

Diana, Dinah, Zatanna, Karen, and Hal had returned to the Watchtower and explained what had happened with the Avengers, the X-Men, and the death of Charles Xavier at the hands of Cyclops to Superman, Batman, and other Justice League members. Needless to say they were all pretty shocked to find out about all of this.

"How is everyone doing right now?" Clark asked.

"So far most of them are shaken up", Hal said. "Of course the X-Men have it worse than most considering their father figure was murdered".

"Steve was very disappointed in himself for allowing what has been happening with the mutants continue. Which is why he wants to help them out as best he possibly can", Karen said.

"What's he planning?" Barry Allen aka the Flash asked.

"He's planning a joined Avengers and X-Men team that will try to bridge the gap between humans and mutants", Dinah said. "He's calling it his Avengers Unity Division".

"What about Spider-Man?" Batman asked.

"He's trying to get through", Zatanna said. "As for what's going on with him the Sonja woman, apparently he and Sonja have an ally in an alien vampire named Vampirella who will help them against other supernatural forces".

"I'll admit while she shouldn't be there she is helpful", Diana said.

"He has an alien vampire living with him?" Barry asked. "Lucky bastard".

"Funny enough most of the guys thought the same thing", Hal said.

"For now you guys should rest a bit", Batman said. "Something tells me that universe is going to have more issues so I want you all to be ready when you go back". With that the group nodded and separated. Barry noticed that Diana was walking in another direction.

"Di, where are you going?" Barry asked out of curiosity.

"Back to Themyscira", Diana said. "After what happened with the X-Men losing a father figure like Professor Xavier, I just want to make sure my mother is alright". With that she exited for Themyscira.

* * *

 **with Peter & Sonja**

Peter was sitting on his couch in his apartment after the funeral for Charles. There were a lot people who came that were touched by Charles Xavier. Peter came because of Xavier helping him years ago with helping Iceman and the new mutant named Angelica Jones aka Firestar. Sonja and Vampirella came to attend in order to help him. After spending seconds of remaining quiet Peter got a ring on his cell phone.

"Hello?" Peter asked.

" _Hey, Peter it's me_ ", said the voice of Mary Jane. " _I heard what with the Avengers and the X-Men and I heard Charles Xavier died. I'm so sorry you to go through that_ ".

"Thank you MJ, that means a lot", Peter said. "Honestly I don't blame Scott for acting the way he did but I just wished he would listen to reason".

" _There are just somethings and some people that can't be reasoned with, sadly enough_ ", MJ said.

"Unfortunately so", Peter sighed. "Once again thanks MJ".

" _No problem Tiger_ ", MJ said. " _I better get back to work. I'll call you later Peter_ ".

"Alright talk to you later", Peter said as he hung up the phone. Just then Sonja entered the into the room sat on the couch next to Peter. "Hey, are you alright?"

"Not really", Sonja said. "Watching all of those events happen and seeing those people talk about they lost their friend, mentor, and surrogate father, made me remember I felt when I lost my family". At this Sonja started to tear up. " It also made me remember what pain I felt when you were seriously burned by Emma Frost".

"What do you mean?" Peter asked intrigued.

"Spi-Peter ever since I have been here, there was something about you that seemed familiar, more importantly it felt safe and I could trust you. I had no reason to trust you that day you stopped those police officers and yet I just knew instantly that I could you", Sonja confessed. "So when Emma burned you alive I thought you would perish... I... I just..." Sonja couldn't finish what she was saying as tears started to fall down her face. Instantly Peter grabbed her and pulled her in to a hug.

"Hey, I got you and I'm not dying anytime soon", Peter reassured her as she hugged him back. "I should tell you that I felt the same way".

"Really?"

"Really", Peter began. "I couldn't explain it either but I knew that you were a friend, that you handle yourself in a fight, and that we have met before. And when Cyclops attacked and hurt you, I just exploded in rage and attacked him for that". At this Sonja sniffed and wiped her tears away and looked at Peter.

"You really felt that way for me?" Sonja asked.

"Of course", Peter replied. "Sonja I care about you a lot.

"Peter..." Sonja trailed off before she slowly leaned in and kissed him. The two kissed each gently as Peter placed his left hand on the right side of her face. It was then that Sonja used her right hand to grab the back of Peter's head to deepen the kiss just as Sonja used her free hand to rub Peter's chest. Soon after they broke the kiss with Peter and Sonja touching foreheads and panted softly. "That was..."

"Amazing", Peter finished the sentence for her.

"Indeed it was", Sonja said with a sad smile before sighing. "I wish we could go further however".

"I do too, but if we did..." Peter began.

"... then the Goddess Scathatch would punish us both", Sonja finished as she frowned. "You do know that one day we will have to fight, right?"

"Yeah, I do", Peter said. Just then Vampi walked into the room.

"Peter, Sonja, I say we go out", Vampi said.

"For what?" Sonja asked.

"To patrol", Vampi said. "A good man lost his life trying to fight for peace and as of recently these Purifiers have been popping up. I say we go and bust some heads".

"Your right", Peter said. "Sonja are you ready?" Sonja smirked as she grabbed her sword.

"You bet", Sonja answered. With that the three left and entered into the streets of New York City to find Purifiers. All the while a mysterious figure watched them from a far.

 **We'll see each other one day, my little Spider.**

And with that she teleported away patiently waiting for the day where she and Spider-Man will meet.

 _ **SEASON 1: END**_

 **Next time Sonja and Vampi meets Peter's friends and family, the Fantastic Four.**

 **Important Announcement: I'll be taking a full month's leave from this story mainly to focus on my other stories and update those. I know a lot of people have been asking me to update Avengers: New Age, Spidey's Lovely Ladies, and Spider-Man: the Next Avenger. I want to apologize to all of those who have been waiting patiently and thank you for reading those stories.x**


	13. Meeting Family

Hey everyone, this story is back! There will be a few changes here and there with the story. First this story will end in between 50 to 60 chapters, wish me luck on getting there. Next Peter will meet the woman who is stalking him at the end of this season. The next Marvel events to play out will be both Ends of the Earth and of course Spider-Men. The DC ladies will assume the appearance of their New 52/DC Rebirth appearances except Wonder Woman (No issues with her current appearances but I prefer her Pre New 52 appearance of red, blue, and gold). Another Marvel lady will be added to Peter's harem and hilarity will ensue. Also in this season we will have-

 **Deadpool: Yours truly... Deadpool!**

Ah crap (sigh). I knew this would happen if I decided to do this.

 **Deadpool: Ah don't be like that. If anything I'm gonna make your series better. Besides who wouldn't want to see me? Also why isn't this story called Vampi, Wade, and Sonja?**

A lot of people would want to see you... when you are not annoying. And it's not called Vampi, Wade, and Sonja because you'd annoy the crap out of them with your insanity and they would horribly mutilate you from the start. Besides it's not about you at all, its about Peter.

 **Deadpool: That's mean.**

Whatever. Last thing you all should know is that there will be lemons in this season.

 **Deadpool: Sweet! Hey do I get any action in this story?**

If you don't do anything stupid than yes you will.

 **Deadpool: Yaaaaaay!**

Now that we have that settled, onto the story!

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **SEASON 2**_

 _ **Chapter 13: Meeting Family**_

Four weeks have passed since the war with the X-Men and right now Peter was in his apartment waking up. Peter stayed in the spot on the bed, while resting his hands at the back of his head, as he remembered what happened the previous weeks. First, the New Avengers disbanded. The brother of Doctor tried to posses them and ended up killing a woman named Victoria Hand, a liaison between the Avengers and SHIELD who had ties to Peter's enemy Norman Osborne. While Peter didn't like her or trust her, he did believe that she shouldn't have died the way she did. This along with Luke and Jess leaving to take care of their daughter Danielle caused the group to disband.

With the New Avengers gone Peter has been working in Horizon Labs and trying to make life with both Sonja and Vampirella work. So far aside from Vampi trying to sneak into Peter's bed at night, things have been going virtually well. As for his fights against Purgatori and others, well Purgatori got the rematch she wanted and had back up as well. Let's just say that it was stalemate with Peter and Sonja fighting against them. For now the two decided to retreat but said they would return.

Other than that Peter, Sonja, and Vampi have been spending some time together with the X-Men with Peter and Logan usually playing poker together and just discuss life stuff. Sonja and Vampi were getting acquainted with some of the X-Men like Iceman, Kitty Pryde, and Jubilee who Vampi had started to talk with since Jubilee was also a Vampire.

The lasting that happened was that Cap created a new Avengers group called the Unity Squad. After the war with the X-Men and the funeral for Professor Charles Xavier, Captain America's enemy the Red Skull took the deceased Professor's brain in order to access his Alpha level telepathic powers and try to make everyone crazy. Cap, along with, Thor, Wolverine, Rogue, Scarlet Witch, and Havok, the brother of Cyclops, decided to form this team in order to stop Red Skull and foster a better relationship between humans and mutants.

Peter groaned as he started to get up out of bed. He looked to see Sonja still sleeping and decided not to wake her as he got out of bed and walked into his living room. There he found Vampi looking at a magazine about Mary Jane Watson.

"It's funny how you two dated at one point", Vee commented.

"What you jealous?" Peter smirked with Vampi smirking as well.

"A bit yeah, I mean look at her", Vee said. "She' beautiful, sexy, has a nice body, even I feel attracted to her". At this Peter blushed a bit.

"Huh... o-okay", Peter said. Vee chuckled to herself when she saw Peter being uncomfortable and nervous. Peter has no problem admitting that he and Mary Jane bumped uglies before but it's anger thing when a sexy alien vampire woman feels sexually attracted to your ex and you. Maybe it was just the Vampire part of her or not she loved to tease people a bit.

"So what are your plans today?" Vee asked as she put the magazine away while also flipping over on to her stomach to give him a nice view of her ass.

"S-simple, we're going to meet the Fantastic Four today", Peter answered while trying to avert his gaze elsewhere. "After that I'm going to see Cap, he needed to speak with me about something important".

"What did he want to talk about?" Vee asked sitting back up.

"Don't know, he said he'd tell me later", Peter said.

"Well then I say we wait for sleeping beauty to wake up and then we can head out", Vampi said.

"Who is this sleeping beauty?" Sonja asked as she was standing in the doorway awake and wearing a pair of adult pajamas consisting of a gray shirt and and red pants with her clothes clinging to her figure.

"She's just joking", Peter said. "Get dressed we'll be going to meet the Fantastic Four". With that Sonja went to go change her clothes.

"Any reason why we're visiting the F4?" Vampi asked.

"Yeah, I want to introduce you guys to them", Peter said. "Besides, you and Sonja have been cooped up in here all day for a while now since the New Avengers disbanded and I say it's time we all got out for a bit".

"You know, that sounds good. Besides we've never met the Fantastic Four now have we?" Vampi asked.

"Nope, which is why we're going to meet them", Peter said just as the door opened and Sonja walked out.

"I'm ready", Sonja said. Peter and Vampi turned to see Sonja dressed in a light blue shirt with black pants and gray shoes. Peter knew that for a while Sonja has been getting clothes from Carol and Jess that actually looks good on her. Peter had to admit she looked great.

"Alright let's head out", Peter said.

* * *

 **Baxter Building**

Peter, Sonja, and Vampi had just arrived at the Baxter Building when a fire ball gently landed in front of them before the flames dissipated and revealed and blonde haired man. "Hey Pete...", Johnny said before looking at Vee and Sonja. "... and hello ladies, my name is Johnny Storm aka the Human Torch and I would like to welcome you all to the Baxter Building".

"I'm Vampirella, nice to meet you", Vampi said.

"I'm Red Sonja", Sonja said. "The Spider has told me all about you".

"Really now", Johnny said.

"Yes, you're the imbecile that will sleep with any woman with a vagina", Sonja said a slight glare directed at him. Peter immediately jumped in.

"Wait Sonja that's not him", Peter said.

"It isn't?" Sonja asked.

"The imbecile that will sleep with any woman that has a vagina is Tony", Peter said causing Johnny to chuckle a bit. "Johnny is the guy who has great power but is too stupid to realize it".

"Hey, I'll have you know that I took on a horde of the Annihilation Wave. It was just me versus over a thousand alien bug creature that wanted to kill me", Johnny said trying to sound heroic. At one point Johnny sacrificed himself to fight an entire horde of the Annihilation wave in order to save the rest of the Fantastic Four and died a hero. Johnny was later brought back to life by Annilus, the ruler of the Annihilation wave and the Negative Zone, was imprisoned, and escaped a few inhumans.

"Really, no way!" Peter said in mock surprise before taking on a deadpanned expression. "I punched the Hulk into space once". Peter was once Captain Universe at one time and punched the Hulk into space.

"I still don't believe you", Johnny said with a deadpanned expression.

"Whatever, don't believe", Peter said. "It's good to see you again by the way".

"Yeah no kidding", Johnny said smiling.

"Let me guess he's your best friend?" Vee asked with a smirk.

"Yes he is", Peter said with no hint of hesitation.

"Well don't you guys come on in", Johnny said leading the way. The moment they entered the room they were greeted by a beautiful blonde woman whom smiled at them.

"Peter hey, what's going on?" said Sue Storm aka the Invisible Woman.

"Nothing much just wanted to show the girls around", Peter said. "Vee, Sonja this is Susan Storm-Richards aka the Invisible Woman and Johnny's older sister".

"Nice to meet you both", Sue said holding out out her hand.

"Likewise", Sonja said as she shook her hand. "Peter has mentioned you before saying your a great friend".

"Oh, how sweet of him", Sue said jokingly as she shook Vee's hand.

"So where's Franklin and Val?" Peter asked.

"They're somewhere", Sue said. "Ever since that whole Celestials debacle the kids have been running around glad that Johnny was back".

"And they are running me ragged", Johnny said with a tired expression.

"Aw you poor, poor thing" Peter said with Johnny frowning at him to which Peter smirked.

"PETER!" Peter turned to see Franklin and Valeria run up and jump on him tackling him to the floor.

"Hey kids, how're you guys doin?" Peter asked.

"We're doing just fine", Val said.

"We were playing with Uncle Ben", Franklin said.

"That's good to hear", Peter said. "Your being nice to your Uncle Ben are you kids?"

"Yes", the kids said in unison.

"That's good", Peter said. "Vee, Sonja, this is Franklin and Valeria. Franky, Val, i'd like you to meet Red Sonja and Vampirella".

"Hello there/hey", Sonja and Vampi said.

"It's amazing that you're an alien vampire", Val said. "And one that can stand in sunlight. Are you like Blade, with no weaknesses at all?"

"No I have a weakness", Vampi said. "If I have a stake plunged through my heart than that will surely kill me. Other than that, no other weaknesses".

"Whoa, that's cool", Franklin said.

"Yeah, Vampi is cool", Peter said.

"Flatterer", Vampi said.

"Hey Webs, Red, Vamps", Ben said walking in the room.

"Hey Ben", Peter said. "Where's Reed?"

"He's in his lab", Ben answered.

"Thanks", Peter said before turning to the ladies. "Vee, Sonja you two don't staying here for a moment do you?"

"We don't mind", the ladies said.

"Alright, be good both of you", Peter teased getting them to smirk.

"Your Sonja right?" Franklin asked.

"Yes, I am", Sonja said.

"Peter once said that that he once dated a redhead. Are you his girlfriend?" Franklin asked shocking Sonja and Vampi.

"I'm not his girlfriend, though I wouldn't oppose that idea", Sonja said.

"What about you?" Franklin asked Vampi.

"No but he is a nice guy with a great personality", Vampi said. "Honestly I have no idea what Madame Web was thinking by not falling for him".

"If you both like him then why not go out with him?" Franklin asked.

"Franklin that's enough", Sue said. "My apologies, Franklin is Peter's biggest fan so he tends to ask questions about Peter's love life".

"It's no trouble at all", Sonja said.

"You know I was always jealous of how Peter had some many women around him and actually like him despite knowing of the other women", Johnny said. "If I did that I'd get the worst beat down imaginable but Peter can get away with it".

"You ain't the only one who's jealous but hey can you blame'em?" Ben asked. "He's a good guy that the ladies like and he's a compassionate guy".

"If that's the case then with all of the women around him, wouldn't Peter have a harem?" Val asked catching everyone off guard. It was Sue that spoke up.

"Val, Peter isn't a polygamist", Sue said.

"Yeah but things can change everyday", Val said. "In fact, in another universe, located in another multiverse, Peter marries twelve women because polygamy was legalized".

"Guys, Peter wouldn't think of that and that would never happen", Sue said adamantly.

"Okay", Franklin said before turning to Valeria holding up a video game."Think you can beat me in this?" Valeria smirked at this.

 **-with Peter-**

Peter walked into the lab to find Reed Richards aka Mister Fantastic searching around his lab. "Hey Reed, what's going on?" Peter asked. Reed looked back and smiled at Peter.

"Hey Pete, I'm just looking over my lab", Reed said.

"Why, what happened?"

"Apparently, while Sue, the kids Ben and I were gone and while you and Johnny were saving John Jameson in space, someone used that opportunity to break into the Baxter Building and steal some of my tech", Reed said.

"Who was it? Doctor Doom? Puppet Master? Skrulls?" Peter listed some notable enemies of the Fantastic Four.

"All good ideas on who but no this one is different", Reed said. "Whoever it is they stole a small device that would likely create something that could harness solar energy as a weapon".

"Wow, that seems kinda dangerous don't ya think?" Peter asked.

"It is", Reed said. "Luckily it was a small device and I never finished it so there should be no worries. Whoever stole will realize that it's just junk".

"Hopefully so", Peter said. "By the way I brought the ladies over so you and the others could meet them".

"Alright, I guess that everything here is here for the most part we should go meet the others", Reed said as he and Peter exited the lab.

 **-with the others-**

Peter and Reed had entered the room to see the others watching the kids play a game on their Wii-U while the others watched and laughed as Franklin's character crashed into the side of a building and Valeria winning.

"Ha, I win", Val said.

"You got lucky", Franklin retorted.

"They are an absolute joy to be around", Vampi said.

"Yes they are", Sonja agreed.

"Glad you both feel that way", Peter said as he and Reed towards them all. "Vee, Sonja, this is Reed Richards aka Mister Fantastic aka one of the smartest men we know. Reed this is Vampirella and Red Sonja".

"Nice to meet you both", Reed said shaking their hands.

"Likewise", Vee and Sonja said.

"Sonja, Reed here is the guy who is going to figure out a way to get you back home", Peter said.

"I'm still working on it but I should be able to do something to get you home", Reed said.

"Really thank you", Sonja said though she started having doubts.

"No problem", Reed said before turning to his kids. "Hey kids you guys don't mind if I play do you?" The rest of the day was just the heroes relaxing and playing video games.

* * *

 **Elsewhere**

A man with a decaying body sat in his chair as he stared at a monitor. This was none other than Doctor Otto Octavius aka the Master Planner aka Doctor Octopus. Just then fellow supervillain Mysterio appeared.

"Otto we got this tech from Stark Industries, just like you wanted", Mysterio said.

"Good all that is left is Pym's tech and our plan will come together", Otto said as he placed the Stark tech down next to Richard's tech in order to enact his plan.

* * *

 **Avengers Tower**

It was a little while later and Peter had just brought Sonja and Vee back to his apartment and made his way to Avengers Tower to meet with Steve. Peter walked into Avengers Tower and made it to the elevators. Once the elevator reached the floor he wanted to get to he exited the elevator and walked into the conference room where he saw Captain America getting finish talking with a few SHIELD agents. "Hey, Cap you wanted to see me?" Peter asked.

Steve turned to see Peter and smiled. "Hey, I'm glad you arrived", Steve said. "I have a favor to ask of you".

"Sure, what's going on?" Peter asked.

"I'm more than sure you already know about the Unity Division", Steve said. "I'm going on a mission with Tony for a bit in order to fight the Mandarin who's resurfaced for a bit and Thor just informed me he was leaving to head back to Asgard for now. The Unity Division will be dealing with a mission on taking down Hydra and hopefully capture the Red Skull and until Thor and I get back we're gonna need someone to aid them. Peter, I want you, Sonja, and Vampirella to aid the Unity Division".

 _ **Next time our favorite trio and the Uncanny Avengers with face off against Hydra. Plus, Doc Ock plots against Spider-Man in the background. A poll will be posted after this chapter is posted so you get to decide who gets to be in his harem.**_


	14. Attack on Hydra

**Spawn Hades** : Trust me a warped version of Peter would be an evil Spider-Man similar to Superior Spider-Man. The difference would be that this Spider-Man would definitely succeed in taking over the world for himself. A warped Sonja would kill anyone she wanted and a warped Vampirella would be her killing or feeding on all humans and ruling the world with the Vampires.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 14: Attack on Hydra**_

Peter, Sonja, and Vampi had just made it to Avengers Mansion with the ladies staring in confusion. Last time they were here parts of the building was destroyed by Daniel Drumm, so naturally they were confused that Avengers Mansion was rebuilt. "How is it that this building was rebuilt that quickly? It wasn't too long ago that it was destroyed" Sonja asked.

"Well two things: 1) someone who is funding the team must have gotten the building fixed up or 2) someone used magic", Peter said.

"I'm banking on magic", Vampi said.

"Indeed", Sonja and Peter agreed before walking over to the door. Peter knocked on the door and waited for a response when the door opened. At the door was none other than founding Avenger Janet Van Dyne aka the Wasp.

"Hey there Spidey, Cap said you would be coming by", Janet said with a smile before hugging him. "It's so good to see you again".

"It's good to see you too Jan", Peter said. Jan and Peter broke the hug after a few seconds before she went over to Sonja and Vampi.

"You too must be Sonja and Vampirella", Jan said. "Cap has said that you two were good friends".

"Well we do help whenever we can", Sonja said.

"Well come on in, the meeting was just about to start", Jan said. The three walked inside with everyone walking into the living room where Havok, Scarlet Witch, Rouge, and Wolverine were.

"Hey Webs how's it goin?" Logan said after taking a sip of beer.

"Oh you know me just living life the best way I can", Peter said.

"That's all any of us can do", Logan said before taking another sip of beer.

"Alright everyone, now that Spider-Man, Red Sonja, and Vampirella are here, we can begin", Alex said. "Over the last few days Hydra has been working on creating another version of Cerebra for Red Skull to use". Everyone gasped except for Sonja and Vampi.

"What's a Cerebra?" Sonja asked.

"I device that could amplify Xavier's telepathic abilities ten fold", Peter said. "Xavier used it to find mutants and bring them to the institute in order to help them. If Red Skull is going to use it..." Peter trailed off.

"...then he would probably subjugate the whole world", Logan finished.

"Or else he'd kill everyone with just a simple thought", Alex said causing Sonja and Vampi to go wide eyed. "Red Skull is going to make sure that once this device is up and running he wants no one to disturb him".

"Well he's going to get a rude awakening", Logan said downing the last of his beer. He was going to open another but Sonja had grabbed it before he could an began drinking it much to a few people's surprise.

"I haven't had a drink in a while", Sonja said.

"Well then... we're going to split into groups of two", Alex said.

"Whatever we're doing make sure Wanda and I are not paired together", Rouge said causing Wanda to lower her head a bit.

"Okay, what's going on?" Peter whispered to Logan.

"Rouge is giving Wanda the cold shoulder and hates her for what happened to the mutant race. Honestly can you blame for being mad? Hell everyone on the team are weary of being around her" Logan whispered.

"Wanda was grieving and was manipulated by Doom and yeah what she did was wrong but do you think she enjoyed what she did?" Peter whispered. Logan sighed as he knew Peter was telling the truth.

"Either way, Rouge blames her for what happened to Xavier and is here on the team to kill Wanda should she start to lose it again", Logan whispered. Peter knew there was a bit of friction on the team, hell there was friction on the Avengers once between Logan and Peter, but this wasn't right. So Peter did what he normally would.

"I'll team up with Wanda", Peter spoke out getting everyone to look at him with wide eyes. "Wanda and I have never teamed up before so it should be interesting. Besides, I need to give her something".

"Alright then, that leaves myself with Wasp, Logan with Rouge, and Sonja with Vampirella", Alex said.

"Spider what are you doing?"

"Trying to help someone out", Peter said with a shrug.

"Alright here's our mission...", Alex began.

* * *

 **Elsewhere**

It has been a few hours later and right now inside of a building of another country, the doors opened with the Red Skull walking onto a platform before stopping at a desk with a weird looking helmet with large cables attached to it. Behind Red Skull were two a woman with a disfigured face and a man with dark clothing that had a skull and crossbones. "The time has come for Hydra to rule all and with this all will neel before the Red Skull", Red Skull said but just before he could put on the device and explosion shook the place. Soon enough a Hydra soldier appeared.

"Sir, the Avengers are here!" the soldier said.

"Then what are you waiting for? Fight back you fool!" Skull shouted back causing the soldier to run out of the room. "Sin, Crossbones, take care of the heroes for me will you?"

"Of course father", Sin responded. Sin and Crossbones ran out of the room and into the outside where they found Havok, Wasp, Red Sonja, and Vampirella fighting the soldiers on the ground while a Quinjet hovered over the area with Rouge and Logan exiting it to join in. "Push them back and make sure they do not get to the building".

"I got the one with the claws", Crossbones said before jumping in to punch Logan in the face causing him to skid back.

"Bad idea bub", Logan growled before popping his claws. Logan charged at him at slashed at Crossbones chest causing said man to punch Logan. Logan ducked under the attempted punch and slashed him again across the chest. Crossbones was able to kick Logan in the stomach before firing a beam of energy that started to burn Logan.

"AAAAAAAAAAAHH!" Logan screamed as he was in pain.

"That's something I picked up after being exposed to the Terrigen Mists", Crossbones said as he slowly walked towards Logan. "With this new power I can destroy anything I want". Crossbones fired his beams at Logan again burning Logan. This caused Rouge to jump in and punch him in the face and sending him flying.

"Logan, you gonna be alright?" Rouge asked.

"Yeah, I'll be alright", Logan as he was getting back up on his feet. "Hopefully the others are alright".

Sin was fighting against both Sonja and Vampirella. Sonja went to slash at Sin with her sword when Sin started to shot at her. Sonja used her sword to deflect a few bullets before slashing Sin's guns in two. Sin back-flipped away from Sonja only to be tripped and then kneed in the face by Vampirella causing her to fall on to the ground. Vampi placed her foot on Sin's neck to stop her.

"I'd surrender if I were you", Vampi said.

"Never!" Sin yelled out. "Hydra will take over and you Avengers will fall". Sin then activated a sonic device that goes off stunning both Vampi and Sonja while Sin was unaffected. Sin uses the opportunity to draw out a gun and attempt to fire only to be blasted by Havok with a concentrated beam of solar energy.

"You two alright?" Alex asked.

"Yeah we're fine", Vampi said. "Hopefully Spidey and Wanda have gotten in".

 **-with Red Skull-**

Red Skull was preparing to use the machine when the door opened with Spider-Man and Scarlet Witch entering the room. Red Skull scoffed at them. "Captain America was too much of a coward to appear so he sends an insect and the Avenger's whore to stop me?" Red Skull said with disgust.

"I'm an arachnid you red faced Nazi dumbass and call her a whore again and I'll-" Peter was cut off when Red Skull pulled out a gun and started firing at them. Wanda was able to use her magic to create a force field around herself while Peter was able to avoid being shot and punched Red Skull in the face forcing him to drop the gun.

Red Skull fell back on to the ground and put his hand at the side of his temple. "I will destroy your mind you pathetic excuse for a mutate!" Peter fell to his knees screaming as did Wanda. "Now I will-" Red Skull was cut off as he was punched in the face by Peter. Red Skull looked in fear as he tried to mind blast them again. "Why isn't this working?!"

Peter smirked under his mask. "Simple I fitted our gear with something that can stop telepaths".

 **-Earlier-**

 _Peter and Wanda were in another location with Peter fiddling around with Wanda's wimple (the head ornament that she wears). "Alright since Red Skull has Xavier's brain, I was able to create a device that should be able to stop telepathic attacks and mind reading", Peter said. "This should be able to help you out"._

 _"Good to know", Wanda said. "I never knew you were so tech savvy"._

 _"Yeah, well most people just see me as a clown who only knows how to tell jokes. They seem to forget that I actually have a brain", Peter said before placing her wimple back on her head. "There you go, you're all set. Now let's go take down Hydra"._

 **-Present-**

"Impossible!" Red Skull yelled.

"You should've this Red Skull", Peter said. "If you're going to desecrate a man's grave for his powers, you should also know his weaknesses. Gosh you are stupid. Okay Wanda let's destroy this room".

"Got it!" Wanda said before using her hex magic to destroy everything the fake cerebra and causing all of it's parts and pieces to break off.

"Alright now for you", Peter said reaching for Red Skull.

"I think not!" Red skull yelled and dropped a flash bang blinding Peter and Wanda before leaving the room and locking Peter and Wanda inside. Red Skull than turned on a wrist device and spoke to it. "Activate self destruct!"

" _Self destruct activated_ ", the device said as Red was escaping.

"Dammit he locked us inside!" Peter said.

"I have an idea", Wanda said.

 **-Outside-**

While everyone was fighting the Hydra agents suddenly got an alert and began running away. Before anyone could figure out what was going on and explosion went off with the building being destroyed. Out of the explosion was Wanda and Peter in a hex force field protecting them as they landed in front of them. The other heroes ran up to them to check on them.

"What happened?" Alex said.

"We cornered Red Skull and destroy the fake Cerebra but Skull got away and tried to trap us inside to kill us", Peter said.

"Well it's good you both are alright", Wasp said.

"Red Skull may have gotten away but we do have his allies defeated", Red Sonja said as she pointed to Sin and Crossbones defeated.

* * *

 **Avengers Mansion**

The team was able to return to Avengers Mansion and later contacted Captain America and informed him of what happened. " _Well Skull may have gotten away but now he's a few allies short_ ", Steve said.

"Yep, all in a days work for us heroes", Peter quipped.

" _Speaking of which Spider-Man, Sonja, Vampirella, it looks like me and Tony will be coming back later so I'd like you both three to stay on the team_ ", Steve said.

"Of course", they said together. With that the group decided to relax in the living room when Peter spoke up.

"Wait a minute, Sonja, Vee, don't you know what this means?" Peter asked.

"What?" they asked.

"It means you're both full fledged Avengers now!" Peter said with excitement causing the women to go wide eyed.

"Wow, I haven't even thought of that", Sonja said.

"My neither", Vampi said.

"I know, it can be mind blowing huh?" Peter said getting a nod from them both as they entered the living room with Jan talking to them both. Peter noticed that Wanda was gone and so he went to find her and found her in her room. Peter knocked on the door to her room and Wanda turned around to see him. "Hey, I didn't see you with the others so I wanted to make sure you were alright".

"Sorry, I don't feel comfortable talking with the others for now", Wanda said. "After coming back to the Avengers the others have been cautious around me and may not fully trust me yet, especially Rouge".

"Yeah, I know about that", Peter said. "But not everyone feels that way".

"That's what I want to talk to you about", Wanda said. "Spider-Man why did you volunteer to work with me after what I did, especially to you?" Peter sighed before standing up and walking towards her.

"Wanda, I'll be honest I didn't like what you did, hell I hated what you did with the whole House of M thing", Peter began causing her to lower her head. "However, Wanda I could never hate you". Wanda's rose up with her eyes widened. "You were in pain, you were angry, and you were grieving over the loss your kids. Any parent or 'would be parent' would feel the same way, especially me. My girlfriend and I were going to be parents once upon a time, I even gave up being Spider-Man and passed the mantle on to my clone/brother Ben Reilly to keep her and our child out of danger".

"What happened?" Wanda said.

"Norman Osborne happened and my girlfriend suffered a miscarriage", Peter said with sadness in his voice. "So, yeah I know that horrible feeling of what it's like to lose a child. The reason I chose to team with you is because you want to make up for what you did. You've had it rough coming back with some people not trusting you but no one should have to go through that. You made a mistake but you want to make up for what you did and that is what good people do. You're a good person Wanda and I trust you".

Wanda became teary eyed by his words with a few tears falling but Wanda smiled at him as she wiped her tears away. "Thank you Peter, that means a lot to me", Wanda said.

"Hey it's not a problem at all", Peter said before hugging her. Wanda then remembered the frightening voice of the woman who spoke to her. Even her words haunted her.

"By the way Peter, I never told you this because I scared to say it but I saw her", Wanda said.

"Who?" Peter asked.

"A woman with white hair and surrounded by hell fire", Wanda said in a frightened tone. "She said she was coming for you". Peter could see that she was scared of whoever it is and someone as powerful as Wanda is scared then you know this a big deal.

"Don't worry about it Wanda I promise you what ever it is, they won't succeed", Peter said.

"Alright, does Sonja and Vampirella know about it?" Wanda asked.

"Yeah they know", Peter said. "And we are going to stop them".

* * *

 **Epilogue**

Peter was walking into his apartment complex after leaving Avengers Mansion to get get something. As Peter was just about to get to his apartment, he found a familiar person standing by his door. "Di? What's going on?" Peter asked. Diana pushed herself off the door and walked over to Peter before hugging him. She let go of him while keeping her hands on his shoulders and looking him in the eyes.

"Peter, I need you to look after someone", Diana said.

"Who?" Peter asked with a curious expression.

 **Next time Peter races to stop a bomb and Vampi tags along to help. Sonja tells the other ladies about her kiss with Peter. Also unlike in the main universe and what they did to him during AXIS Alex will not turn evil at all.**

 _ **Important Announcement**_

 **To everyone reading this message, this is to inform you all that voting on the new Marvel lady has been closed. To everyone who voted I say thank you very much. So now I must tell you all that we had a tie for the spot of who would be the next Marvel lady. Here are all of the results for the poll.**

 ** _Betsy Braddock/Psylocke: 8 votes_**

 ** _Amora/Enchantress: 8 votes_**

 ** _Lady Sif: 3 votes_**

 ** _Rachel Grey: 2 votes_**

 ** _Gamora: 2 votes_**

 ** _Julia Carpenter/Madame Web: 1 vote_**

 ** _Lorna Dana/Polaris: 0 votes (I'm actually disappointed no one voted for her)_**

 **So yeah, Psylocke and Enchantress are tied. I'm gonna be honest though, I not what to do I want to choose one or the other but I also want them both. So I decided that maybe you all should decide if you want them both or one of them. If you want them both give a reason and if one, tell me which one and give a reason. And again I'm disappointed that no one voted for Polaris but I'll give her something to compensate for that.**


	15. Race Against Time

Hello everyone and welcome back! This chapter will be a lead-in to the Ends of the Earth event so I hope you all enjoy. As for everyone commented to me in the comments on who I should pick I've decided to use both characters. So to all who wanted Psylocke and Enchantress together in Peter's harem, you got it. And now for a big issue; since they're five Marvel and four DC women I'll be adding one more DC woman to even it out. Any suggestions for any DC lady will be very helpful in making sure that this harem is complete. Thank you all let's get on to the story!

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 15: Race Against Time**_

It had a been a week since the battle with HYDRA and right now at Avengers Mansion Sonja stood in front off an assembled group of superheroines. The women in the room were Carol with different clothing, Diana, Jess, Wanda, Zatanna, Karen, and Dinah. After the war between the Avengers and X-Men, Sonja and Betsy have been getting to know each other and have been bonding over their past experiences. Sonja slowly spoke to them all.

"Ladies I would like to thank you all for coming on such short notice", Sonja began. "I wouldn't have called you all unless it was urgent and right now this is urgent".

"Sonja what's going on?" Carol asked.

"There are two things to talk about actually", Sonja stated. "The first one is that after the funeral held for the Professor, I talked with Peter and I did something that I never would have thought to do. I opened up to him and in that moment we said things and then..."

"Sonja?" Dinah asked.

"... Peter and I kissed", Sonja said causing everyone there to go wide eyed. "Peter told me how much he cared for me and I just kissed him right then and there and to be honest I think I'm falling for him".

"Wow, just wow", Jess said not knowing what to think. Sonja would never openly admit that she was in falling head over heels for someone unless was a big deal. This was definitely a big deal. After a while Sonja spoke again.

"I do realize that telling you all this may effect all of our relationships with each other as well", Sonja said.

"What do you mean by that?" Zatanna asked.

"I've seen how some of you act around him and I've also noticed how some of you all feel about him as well", Sonja said. "For Ms. Lance demands that he trains with her from time to time", Dinah blushed at this", while Ms. Danvers brings hot dogs just for him. I'm not the only one here that has feelings for the Spider-Man. My only question is what are where do we all go from here?" The room remained quiet as they had no answer at all.

"Well then I propose this", Sonja began. "There are three ways to go about this situation: One, we try to fight each other to see which one will get to be with him. Two we try to compete with each other by having Peter choose which girl he wants to be with. Either of the first two options would lead to disaster just as much as the last option".

"What is the last option?" Diana asked.

"We share him", Sonja once again getting the other women to go wide eyed. "I understand that you may have reasons to object but why not share him?"

"Sonja there are laws stating that polygamy is illegal", Carol said. "Even if we wanted to, we couldn't. Besides, what about Wanda?" Carol asked getting Wanda's attention as Carol turned to her. "Do you have feelings for Peter?"

"Honestly, I'm not sure", Wanda said nervously. "...however, it may be possible that I could develop feelings for him", Wanda said.

"Yes, she likes him", Sonja said causing Wanda to panic a bit. "Logan has stated that you and he have been getting along really well with each other for the past few days as of now saying you have been smiling more". Sonja still had a smirk on her while looking at Wanda before turning serious again. "I know that is sounds crazy especially considering what is happening now but I want you all to think about the idea".

"We'll see what we can do", Diana said.

"The next thing to talk about is that Peter has been having these weird dreams lately", Sonja said causing the women to get an interested look in their eyes while Wanda's eyes widened.

 _'So he did tell them'_ , Wanda thought to herself.

 **-Flashback-**

 _It had been a week after the funeral for Charles Xavier when Peter walked into a room with both Sonja and Vampirella sitting on a couch. "Sonja, Vee, I need to talk to you both about something serious"._

 _"What seems to be the problem?" Sonja asked._

 _Peter sighed before he started. "Over the last few weeks, I have been contacted by... someone or something when I'm either unconscious or asleep. This woman taunts me saying that she will kill me and that my soul will be hers and other weird things", Peter said._

 _"Why didn't you say anything about this before?" Vampi asked._

 _"Because the first time it happened I thought it was just a bad nightmare or me just going crazy with everything that was happening in the beginning", Peter said. "It wasn't until Doc Strange revealed that someone was after me that I began to suspect that all of that was true and take it seriously. I kept it to myself because I didn't want either of you both to worry but it was starting to get out of hand in and I needed to tell you both"._

 _"If she has been contacting you then you should have known better than to keep a secret like that concealed from us", Sonja said._

 _"I know and I'm sorry for doing so", Peter said. Vampi and Sonja sighed before one of them spoke._

 _"While upset that you kept this from us I do appreciate that you told us", Vampi began. "However this must never happen again"._

 _"I promise it won't happen again", Peter said._

 _"Good", Vampi said._

 **-Flashback End-**

"He kept that from you guys?" Karen asked.

"Yes, this Madame Web says that is his worst traits", Sonja explained. "Peter will usually bottle up his emotions mainly to keep up the facade of being just fine".

"Yeah, Batman has a similar trait", Zatanna said getting a nod from Diana.

"Regardless, the person out there who is after Peter could be anywhere and we need to make sure that Peter is alright in the end", Sonja said. "For now we should keep a close eye out for this person". This got nods from all the women in the room. "Vampirella will be informed about the deal later considering she thought up the idea".

 _'Of course'_ , Everyone thought to themselves with a deadpanned expression.

"Where is Vampirella anyway?" Carol asked. Sonja sighed a bit.

"Vampirella is currently on a mission together with an old friend", Sonja said.

* * *

 **with Vampi**

Inside of an abandoned house Vampirella was fighting against a group of vampires and a man with bandages over his face. She wasn't alone as she was fighting alongside Pantha, and old friend. The two were able to kick back and kill a few of the vampires there when the bandaged faced villain stood up. "Vampirella, you're not going to win just surrender now", the man said.

"Never Von Kreist", Vampi said. "It's about time I finally kill you". At this Von Kreist started laughing.

"You seem to have forgotten Vampirella", Kreist said. "I can't die!" Pantha stepped over and stood next to Vampi with her fist balled up and covered in blood of other vampires.

"We'll see about that", Pantha said as she tried to slash Kreist only to miss. Pantha was able to kick Kreist back. Just as Kreist was getting up Pantha ran up, extended her nails and proceeded to slash him. Kreist managed to try to avoid the slash and ended up with a minor slash to the chest.

Kreist got back up and pulled out a gun shooting at the two and shot Vampirella in the shoulder. Pantha was shot in the leg and fell into a ditch. Kreist stepped over to Vampirella.

"Well Vampirella I guess you were right, it is about time that I finally kill you", Kreist said before holding the gun to her head. "Any last words?"

"Yeah, pointing a gun at a lovely woman like her? Sir you truly are a gentlemen". Just then webbing attached to his back and he was pulled away from Vampi. The gun fell out of his hand he was slammed into ground as Spider-Man appeared and picked up Vampi to check on her. "Vee are you alright?" Peter asked.

Vampi smiled at this. "Yeah, I'll be fine", Vampi said. "Although we may need some help fighting Kreist and his backup dancers".

"I got your back", Peter said. More vampires appeared and entered the fight so Peter shot impact webbing everywhere hitting all the vampires in the face allowing the women to slash, shoot, and kick them all down. "And to think I was able to get a day off from work and see the Symkarian Parade when you guys have to appear and cause trouble".

Two vampires attempted to attack Peter but was able to counter their attacks with a series of punches and kicks before punching them all away. The vampires Peter knocked tried to get up but they each got an arrow through their skulls courtesy of Pantha.

Vampirella and Pantha both a slashed a single vampire with their claws together before kicking him away. Pantha saw Peter fighting the vampires and then turned to Vampirella and spoke. "Interesting friend you have", Pantha said.

"He is a lot of things", Vampi said before slashing a vampire that tried to attack her from behind. Kreist pulled out a gun and tried to fired at Vampi but Peter shot a webline at Kreist and threw away his gun before webbing up his eyes and webbing up his arms and legs. Peter proceeded to swing Kreist around with his webline before slamming him on to the ground. Peter than proceeded to web Kreist to the ground. "And the psycho is defeated", Peter said.

"If only Dixie were here to see this", Vampi said to herself with a hint of sadness. Just then a snicker could be heard.

"So Dixie was dead", Kreist said while snickering getting her and Peter's attention. "Well I'll be. I thought she would've lived longer just to see me kill you. Then again everyone you love always bites the dust... just like Adam". At this Kreist was kicked in the faced by Vampi.

"Shut it you piece of trash!" Vampi glared with her eyes turning red. Kreist would have continued on if it weren't for Peter webbing his mouth shut. "Thanks".

"No problem", Peter said. "Let's drop him off by Doc Strange so he can be sealed away. The last thing we need is this guy running around and just tormenting people for fun".

"That would be best", Pantha said.

After a while, the three made it to Doctor Strange's Sanctum Sanctorum and asked for Doc Strange's help. With the Eye of Agamotto, Strange was able to seal Von Kreist away never to be seen again. After saying their goodbyes to Doc Strange, the three walked outside of the Sanctum.

"It was good to see you again Pantha", Vampi said.

"It was nice to see you again too", Pantha said hugging Vampirella. "Spider-Man right.

"Uh yeah", Peter said.

"Take care of her please", Pantha said. "She's a good woman".

"Of course I will", Peter said with confidence.

"So where will you be going?"

"Back to Hollywood mainly but I just going to hunt down a few Nazi. As it turns out Midwinter's scent is there somewhere", Pantha said. "That Nazi fascist is also working with HYDRA now so be careful". Pantha then jump on to the top of a building. "Call me if you ever need help".

"You'll be the first to know", Vampi called out. With that Pantha jumped from building to building leaving Peter and Vampi all alone by themselves. "Well we had better get home".

"Right and hopefully never have to deal with Kreist ever again", Peter said. "So... Vee I don't mean to pry but... who is Adam?"

"Peter... trust me you don't need to know who that is right now", Vampi said.

"Right, sorry", Peter said. Just then Peter and Vampi were visited by a familiar person. "What the Julia?"

"Peter, Vampirella, it's been a while", Julia said. "Just so you know I'm in my normal clothes this time because my kid, Rachel, is home from school with the flu. I said don't go without a jacket but listen to me right".

"Not to sound rude but why are you here?" Peter asked.

"You need to get to Sixth Avenue quickly", Julia said. "Silver Sable is in trouble".

"Uh oh, I better get going then", Peter said. "Vampi, I may need your help just in case".

"Fine by me", Vampi said. With that the two flew and Swung off.

* * *

 **Sixth Avenue**

A massive was being held in New York as the Mayor J. Jonah Jameson rode in a car alongside the Symkarian ruler and mercenary Silver Sablinova aka Silver Sable, a longtime ally to Peter.

"What a turnout! You have to admit Ms. Sablinova it's damn impressive", Jameson said.

"Yes so many New Yorkers, with proud Symkarian roots", Sable said.

"And it looks like every one of 'em showed up to get a glimpse of their beloved mayor!" Jameson said making Sable deadpan.

"Unbelievable", Sable muttered to herself.

"What was that?"

"I was admiring your fair city Mayor Jameson", Sable quickly lied. "The sites here are quite..." Sable trailed off when she saw something off in the distance. "... unbelievable. I don't mean to impose Mayor but this route is secure, correct?"

"By the best trained police and secret service in the world!" Jameson answered.

"Actually I think you'll find that honor belongs to my countrymen", Sable said.

"Hogwash! Nothing slips under my men's... watch?" Jameson said only to find that Sable is gone. A group of men in an alleyway are setting up a bomb with Flag Smasher with them. Just then they were ambushed by Sable and her countrymen.

"Anarchists! You and your terror cell must answer for your crimes against Symkaria!" Sable yelled as she fought the criminals.

"Under what authority?! I don't recognize any nation!" Flag Smasher said. "Just as no one will be able to recognize Symkarian from American, when those explosive reduce everyone on this block to ash!"

"NEVER!"

"Easy there Smashy McSmasherson", Peter quipped as he and Vampirella jumped down and fought alongside Sable. "You almost mussed up Sable's hair. She hates that".

"Any woman would", Vampi quipped as well as she fought alongside Peter.

"How are you doing that?! My robot arm has the strength of a hundred men!" Flag Smasher said.

"What? This knockoff? Look, right here. It says 'made in China'. Next time, buy American!" Peter quipped as he ripped off Flag Smashers robot arm. "By the way, have you ever been to my favorite state? The state of unconsciousness?!" Peter wacked Flag Smasher upside the head with his own arm. Vampi was able to defeat the others without even breaking a sweat. Peter than proceeded to web them up.

"Quiet now", Sable said as she was trying to disarm the bomb. If I had to pick the right one... ah, yes. This wire". Sable went to cut the wire but before she could...

"DON"T!" Peter shouted in a panic stopping her.

"Oh really?" Sable questioned. "I think between the two of us, I have far more experience dealing with explosives".

"Yeah? I think that it's a fifty fifty chance you trust the guy...", Peter began until he pulled the right wire disarming the bomb, "with a Spider Sense. Ha! And the day saved by your friendly neighborhood-"

"Nobody!" Jameson called out as he appeared from out of nowhere. "For New York's sake, this is classified! As long as I'm mayor, no one will no that a nuclear device was smuggled into my city".

"Are you kidding me? So I don't get a parade?" Peter said slumping his shoulders.

"Why you grandstanding-" Jameson began but was cut off when Sable approached Spidey.

"Spider-Man, on behalf of the people of Symkaria, please accept this award", Sable said before rolling up Peter's mask and kissing him. Vampi actually frowned at this act. Vampi grabbed Peter by the collar and dragged him along with her once he and Sable separated.

"Come on lover boy", Vampi said as she let go of Peter. Peter straightened himself and ran behind Vampi

"Thanks and see you later", Peter said dumbly.

* * *

 **with Sonja**

Sonja was in her room that she was still sharing with Peter apparently as she sat on the bed. Sonja sighed before she closed her eyes and concentrated until she heard a voice.

" _ **It has been a while my champion**_ ". Floating over her was a woman wrapped in a white toga with beautiful red hair with a beautiful face and blue eyes. This woman also had a nice figure as she looked like she was a fighter. Sonja stepped forward and approached the floating woman.

"Yes, it has Goddess Scathach", Sonja said.

" _ **I know why you have summoned me and I know why the Spider is important to you**_ ", Scathach began. " _ **However, I cannot go back on the deal you made with me as much as I would love to. The Spider must defeat you in order for you to lay with him**_ ".

"And what if he can't? What if the Spider doesn't have what it takes to defeat me at all?" Sonja asked.

" _ **Do you truly doubt the Spider's skills in fighting, Sonja?**_ " Scathach asked. Sonja shook her head showing she doesn't doubt him. " _ **My champion I tell you this, things will work out in the end. Trust my words**_ ". With that Scathach disappeared.

Sonja threw her head in her hands in frustration as she couldn't bear to wait til then. Later on she heard the front door open and she ran out to see Peter and Vampi. "What took so long, you two?" Sonja asked.

"Fighting villains", Peter said. "We fought against a psychopath named Von Kreist and had Doc Strange seal him away. What happened with you while we were gone?"

"Oh, nothing important", Sonja said as she remembered her talk with the other ladies about sharing Peter and the reactions she got. Sonja also remembers her talk with Scathach about her vow of chastity. "Let's get something to eat and talk about your day then".

"Yeah and we can also talk this woman named Silver Sable who kiss all over Peter", Vampi said.

"What?!" Sonja said with a glare. Peter paled as he had some explaining to do.

* * *

 **Elsewhere**

Inside a laboratory Doctor Octopus was working on something while Mysterio was standing with the assembled members of the Sinister Six. "The final stage is complete", Ock said. "All readings are good. Gentlemen, it's time, time to implement my master plan". Ock turned around and stood by the others in a new armored suit. "My last master plan".

 **Next time the Ends of the Earth plus Pete and Vampi team up some more. And don't you worry Betsy and Amora will be seen later on for all those worrying.**

 **Von Kreist and Pantha are all real characters that are associated with Vampirella. Dixie was a character Vampirella trained to fight vampires and aided her in a few battles before being shot by a Nazi in the final issue of a Harris comic run on Vampirella. I decided to use the Tomorrow Door for a later storyline to introduce Spider-Man 2099.**

 **This will be my last chapter update until after New Years. That being said I am thinking of new stories, one where Spidey and Wondy move in together and another where the Marvel heroes join forces. Merry Christmas to all!**


	16. Ends of the Earth Part 1

**Adtr509** : I don't know, I mean I have plans for her in another story so Artemis will be ruled out.

 **1337nateouji** : To be fair I don't know that much about Polaris aside from what I've read but I do like the character a lot. Don't worry though because I will be pairing her up with someone else and to be fair Havok will be marrying Wasp in the story. Although, don't count out the possibility of Peter being sandwiched by both of Magneto's daughters and yes it will be something when Magneto finds out.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 16: Ends of the Earth Part 1**_

In East Harlem, New York, a villain was setting a building on fire. "Back off! When I light up a building, it stays burned!" the named Equinox yelled. He noticed that the Firefighters were going to start trying to rescue the people inside the building so he started blasting ice at them all. "Fine! You won't listen, then you can sit back and chill!"

From out of nowhere Spider-Man appeared riding on a glider and threw these sphere like objects at him. "Hey Captain Icy-hot! Happy Birthday! CATCH!" Peter said getting his attention.

"Spider-Ma- wait, wha?! It's not my-" Equinox began saying only for the spheres to release a foam-like substance and covering Equinox's face, chest, and legs. This not only deactivated his powers but also took him down.

"Really? And here I brought the perfect gift. One size fits all", Peter quipped. Just then he went over to where the firefighters were.

"Easy Frank-" One firefighter said until...

 ** _KRIKK_**

"GYARHH!" Frank screamed as he foot snapped off from his leg.

"Dammit! It snapped clean off! Medic!" The firefighter said.

"No! That man will he be-" Peter began only to be interrupted by another firefighter.

"We got this one Wall-Crawler!" Another person said as he rushed over to aid his comrade with his partner. He and his partner ended up packing up Frank's foot into a box. " Packing it in".

"Gotta hurry. The closest ER's on 97th and 1st", his partner said.

"Well let's get get going!" Peter said leading the way. "I'll clear the way!" With that Peter led the ambulance to their destination. "Move it, people! This's an emergency!" After a while they made to the Metropolitan Hospital. Frank was loaded up on the stretcher and was wheeled away to be treated. "So what's the word, Doc, can you-?"

"Reattach the Mr. Alvarez's foot? We stand an excellent chance, thanks in small part to the new medical transport boxes, the Cryo Cubes", the doctor said. At that Peter's eyes widened. "Can't tell you how many limbs and organs they've saved. Whoever built those, I think he should get the credit for this one, no offense".

"Trust me, none taken", Peter said with a smile under his mask. With that Peter made his way back to Manhattan to his apartment. The moment he opened the door and walked in, he saw both Sonja and Vampirella wrestling each other. The two women glaring angrily at each other until they noticed Peter was standing there. "Okay what's going on?"

"She and disagreed about the Justice League movie", Sonja said as she and Vampi separated from each other. Months earlier Hollywood made a movie called Justice League based on the team up the Justice League and the Avengers had years earlier. Peter had bought the DVD so he called show it to the world the Justice League just to see their reactions. "She continues saying that it was bad while think it was okay".

"And this is why you and I can't agree", Vampi said. "That movie was horrible and I stand by that".

"Ladies it's just a movie, though to be fair it was kinda bad but with good moments", Peter said. "Besides if you want to see how the Justice League actually is than I'll take you to their universe some time later. How does that sound?"

"You better keep your promise", Vampi said with Sonja nodding.

"I will", Peter said just as his phone rung and he answered it. "Parker residence, who may I be speaking with?"

" _Hey Pete, it's MJ_ ", the voice of Mary Jane said. " _I tried calling you earlier to talk to you but you didn't answer. Someone named Ella Normandy answered instead and said you were letting her stay with you. What's going on?_ "

"Sorry but I've been busy as Spider-Man recently", Peter said. "Also Ella is Vampirella's alias when she goes out".

" _Oh right you told me that an alien vampire was also living with you right before that war with the X-Men_ ", MJ said. " _You have a weird life Peter Parker_ ".

"Tell me about it", Peter commented. "So what did you want to tell me?"

" _I called to tell you that I want you and the ladies to come over so we can meet sometime later at my new Club_ ", MJ said.

"You have a Club?" Peter asked.

" _Yeah I just bought it three days ago, it's called Jackpot_ ", MJ said.

"Just let us know and we'll be there", Peter said.

" _Alright then, I'll see you next week Friday_ ", MJ said. " _Talk to you later_ ".

"Kay, take care", Peter said as he hung up. "MJ has invited us to her club on Friday of next week saying she wants to meet you both".

"Nice I've been meaning to ask if you could set us up to meet her", Vampi said.

"Yes the last time she here, I was half conscious", Sonja said.

"And who's fault was it for challenging Logan to a beer drinking contest?" Peter smirked and Vampi's eyes widened.

"Wait what?"

"Yeah Sonja challenged Logan to a beer drinking contest and won 35 to 31 cans of beer", Peter said causing Sonja to smirk triumphantly.

"How are you still alive?" Vampi asked.

"I asked that same question", Peter said.

"Blessings from the goddess, that is how I'm alive", Sonja said.

"Don't be surprised but Logan intends to challenge you to a rematch", Peter said.

"Of course he will", Sonja said.

"Well I'm gonna head to bed. I've got work in the morning", Peter said.

"Okay, we'll come by later", Vampi said as Peter left to go sleep.

"We'll come by later?" Sonja questioned.

"What, you get to sleep in a bed with him while I have to sleep on a couch", Vampi argued. "Believe or not, I hate sleeping alone, besides how can I properly protect you two if can't be in the same room as you?"

"Really now?" Sonja asked unconvinced.

"Yes", Vampi said.

"Fine but one wrong move and you'll have me to deal with, understood?" Sonja asked

"Yes, I understand", Vampi said. As Sonja left from the bathroom, Vampi silently cheered in success.

In the bathroom, Sonja ran warm water in the bathtub. Once the tub was filled halfway with water Sonja stripped naked before getting in. As she sat in the tub she started thinking about her time here in this time before thinking about Peter. At that moment Sonja frowned before remember the deal she made with the Goddess. Sonja sighed as she wondered if she would be doomed to never feel the passion of laying with a certain Webhead. _'No, I won't accept that at all. I have to do something to convince Peter'_ , Sonja thought as she scoffed at the idea of being doomed.

* * *

 **Secret Underwater Location**

The following morning, Doctor Octopus and the rest of the members of the Sinister Six gathered for their plan against the world. "Gentlemen, it's time", Doc Ock said.

"Is this it Doc? You dying on us?" Sandman asked.

"Yes, soon but not today. I'm done waiting. All the preparations are complete", Doc Ock said. "This is my Greatest Masterpiece! Rise!" With that devices located around the world start to activate.

* * *

 **Peter's apartment**

Vampi and Sonja were sitting on the couch watching TV when Vee spoke. "I wonder who will be staying with us", Vampi said.

"Who knows", Sonja said. "Spider did seem weird about the person that will be staying with us", Sonja said.

"He also said it was another member of the Justice League", Vampi said.

"Well we'll find out later", Sonja said. From out of nowhere the two were blasted by intense heat. The two fell to the floor in pain as the heat was too much to bear. "What is this?!"

"No idea!" Vampi said. It wasn't just happening in New York but all over the world from Chicago, Illinois to Okoboji to the Arctic Circle to Ecuador. All of a sudden the intense heat that bore down on the heroines disappeared allowing the women to stand back up just in time to see a TV broadcast of Doc Ock.

" _I am Dr. Octavius and today we have something in common; we are all dying. Well to be fair, we are dying all the time, just some faster than others_ ", Doc Ock said. " _I've found that when you're near death, you find it within yourself to make many concessions. That was my Octavian Lens that sped up Global Warming, that was a taste that you are leaving to your descendants unless you listen to me now! With your help, my lens can be augmented and it's effect reversed_ ".

"He really can't expect people to believe that garbage right?" Vampi asked.

" _I am a dying man with a terrible past but I want that to change_ ", Doc Ock said. " _I want to be remembered as the man who gave you all the greatest gift of all... a future_ ". With that the image on the TV turned to static. Sonja and Vampi then noticed the house phone ringing and Vampi answered it.

"Hello?"

" _Vee, there is a box under the bed for you and Sonja. I want you and Sonja to try those on and head to Avengers Mansion_ ", Peter said.

"Do you have a plan to stop them?" Vampi asked.

" _Yes I do_ ", Peter said. " _These are my enemies so trust me I have an idea on how to stop them_ ".

"Understandable", Vampi said just as she pulled out the box that revealed armored suits for them both. "Whoa, when did you make these?!"

" _I made those a month ago. I'll meet you both at the Mansion and hope you like the suit_ ", Peter said as he hung up. Vampi smiled along with Sonja as they both grabbed their new suits.

* * *

 **Horizon Labs**

Peter had entered into a room where several boxes laid on the floor. Each one of these boxes had a name for each member of the Sinister Six and Peter began opening them. Inside each box were parts to a suit as he started to change into it. _'Time to Spider-Man up, rally the troops, and save the world'_ , Peter thought to himself.

* * *

 **Avengers Mansion**

Over an hour has passed and the Avengers gathered around a large table with members from the main team and the Unity Division currently there. Captain America, Iron Man, Rogue, Havok, Thor, Spider-Woman, and Hawkeye were all present and discussing their next course of action.

" _[The man is a certifiable genius]_ ", Tony said.

"Oh he's certifiable alright", Clint said.

"Have you taken leave of your senses Stark? This man is the basest of villains", Thor commented

"Calm down, let's hear him out", Cap said.

" _[I'm not talking about the man, but his idea. If NASA never recruited Nazi scientists we wouldn't have put a man on the moon]_ ", Tony said.

"Where's Logan and the X-Men?" Cap asked Rogue and Havok. Rogue answered the question.

"The X-Men are dealing with something of world for now", Rogue said. "They won't be back for a while".

"Great", Cap said rubbing his brow in growing frustration. "The Fantastic Four and the Defenders are also off world dealing with something while Wasp and Scarlet Witch are off taking care of something personal".

"What about Wonder Woman and her people?" Jess asked.

"They went back to their universe. They said something about bringing another person here while Diana takes care of some personal business", Hawkeye said.

"What is this Earth's Mightiest Chat-room?" a voice spoke getting the attention of everyone in the room.

"Spidey is that-" Jess began asking.

"Yeah, it's me, new suit, new look, I'm talking now and I'm saying the only two words that need to be said", Peter said as he appeared in an his new Spider Armor Mk III with Vampirella and Red Sonja in well fitting armor as well. Vampi wore a red and black armor with miniature spikes running down her arms with black high heeled boots that are connected to the pants she wears. Sonja was wearing an updated version of the armor she wore when the Avengers and X-Men went to war, this time her legs were covered. " ** _AVENGERS ASSEMBLE!_** "

* * *

 **The Palazzo Senatorio**

An emergency summit was being held to discuss what should be done with what Doc Ock said to the entire world made up of the world's leaders and the greatest minds on the planet (without Reed Richards that is). "That madman, an american, endangered us all!" someone said.

" _His science is sound_ ", said Stephen Hawking.

"Professor Hawking?" President Obama asked.

" _Whatever Doctor Octavius' motives for doing this, his plan would work_ ", Hawking said. " _If we help him launch his satellites into orbit... his Octavian Shield could end the threat of Global Warming_ ".

"I concur", Former Vice President Al Gore said. "Though I haven't been a proponent of engineering in the past, this new approach is revolutionary. In my opinion it's..."

"COMPLETELY INSANE!" Peter yelled interrupting Al Gore as he, Captain America, and Thor walked into the room. "You're debating whether you should help out this lunatic?! Hello people, the man is a psychopath!"

"Gentlemen, I'm sorry but this is a closed session", A man spoke. "Under what nation's authority are you-", He was cut off when Thor spoke.

"I am Thor Odinson, heir to the lord of Asgard", Thor said. "And this man is my most trusted counsel. Continue Spider-Man".

"Thank you, Thor", Peter said before turning his attention to everyone else. "As I was saying, Doc Ock is an actual mad scientist! And he's getting you all of you to help help build his Doomsday device. Don't you get it? He's not out to save the world, he's out to destroy it!"

"With all due respect, what I see is a chance to end the greatest threat our environment has ever faced", Al Gore said. "And I don't see evidence to the contrary".

"You done? Fine. Here's my rebuttal", Peter said before punched AL Gore in the face and knocking him down to the floor. Peter walked up to him before grabbing his face and tearing it off. "Here's all the evidence you need. This isn't Al Gore, this is one of his Sinister Six member, the Chameleon!" Peter smirked under his mask as Chameleon glared at him. Everyone else in the room gasped in shock at this revelation.

"Damn you!" Chameleon cursed.

"That was a risky play, Avenger. How did you know?" Steve asked.

"My helmut's audio is keyed to hone in on Chameleon's specific heartbeat", Peter said. "A trick that I picked of from Daredevil and it will allow me to be ready any other tricks Ock has for me". Steve had to smile a little at this. His smile didn't stay for long when Octavius appeared on screen before them all.

" _My apologies everyone but as you may know, I am a man with very little time left on this Earth_ ", Ock said. " _Please forgive this deception. I was merely trying to speed up the process. But thanks to Spider-Man's interference, I have no choice but to take more... drastic measures just to teach you Spider-Man a lesson_ ".

"I hope you Avengers realize what you've just done", President Obama said. "Last time we were fortunate enough to escape without loss of life. But this time?"

"I promise you, Mr. President, we have it under control", Steve reassured. "Our best men and women are on this".

"Iron Man? Are you in position? Ock took the bait", Peter said radioing in to Tony.

* * *

 **with Tony in Space**

"[ _Copy, Spidey_ ]" Tony said. "[ _I'm directly patched in to Starkware Subspace Scanners. He may have cloaked his Octobot Satellites but we should be able to trace his Earthbound Signal_ ]". Just then the devices started to activate on their own causing Tony to slightly jump before calling back. "[ _Wait, something's going on up here the Octavian Len's is operating on a different frequency than before_ ]".

" _Tony please tell me you got good news_ ", Peter said.

"[ _Yes and no. Sorry Webhead, but you're not going to like this_ ]" Tony said. "[ _This stealth tech he's using is revolutionary. I can't get a bead on him He could be anywhere on Earth, if he's even on Earth. The part that'll really tick you off, is that the atmosphere is being effected differently_ ]".

* * *

 **with Peter and Steve**

"I don't believe this. His Octavian Lens it's filtering out all the harmful effects of the Sun's UV Rays. It's working!" someone said.

"I do not like where this is going", Steve said. "Did you know this would happen?"

"No, I didn't", Peter said with a disappointed look.

"Hey, we'll find a way trust me", Steve said.

" _I could have easily turned up the heat again, but such is not my intent_ ", Ock said from the monitor. " _I want this to happen, while I am still alive, to see this dream become a reality. More importantly, you need my mind to make this work. So hurry and make your decision. You have twenty-four hours until I try the stick again. And on that note I have one last request_ ".

 **-a little while later-**

"We're letting him go?!" Peter yelled.

"It appears that way", Cap sighed in defeat.

"He knocked out Al Gore and shoved him in a closet", Peter argued.

"Agreed, this is madness", Thor said.

"Don't worry, Wall-Crawler. I'm sure we'll see each other again", Chameleon taunted as he activated his vehicle. "So this is what it's like to be on a winning team". And with that, Chameleon flew off.

"Are you certain this will work?" Thor asked.

"Yup, this part is all going according to plan", Peter said. "I know how Ock thinks. Trust me Thor, I have every angle covered".

 **-Outside-**

"Driver to the Symkarian embassy", a man said.

"Yes Prime Minister", the driver said. The Prime Minister opened the door and sat in the seat behind Silver Sable.

"It's worst than you anticipated Ms. Sablinova", the Prime Minister said. "The majority wish to proceed with Octavius' initiative".

"I see that the Avengers intervened", Sable said.

"Yes but they failed".

"I wouldn't be so quick to judge them, Prime Minister, especially Spider-Man", Sable said. "He's more resourceful than he appears. Still, perhaps it's best if I kept a close eye on him".

* * *

 **Mediterranean Coast**

Chameleon flying his craft when he got a radioed message. " _Chameleon, you are to bring your craft in for a landing immediately_ ", Ock said. Chameleon landed just as Doc Ock, accompanied by Rhino, Sandman, Electro, and Mysterio, arrived.

"Why are we having a meeting so far away from the base?"

"I dunno Cham", Electro said. "Maybe 'cause it's a secret base and we'd like to keep it that way".

"What are you talking about?"

"Not much, just the kick me sign on your back, genius", Mysterio mocked. Chameleon looked over his shoulder and found that he had been bugged by one of Spider-Man's Spider-Tracers.

"How dare-"Chameleon began to say.

"Enough. The Avengers are here. It's time", Ock ordered.

 **-Quinjet-**

"Sonja just in case, I need to give you this", Peter said as he started placing an object around her neck.

"Will this help us fight?" Sonja asked.

"It's more of a contingency plan if things go south"

"Spider, I need to ask you something after this mission", Sonja said.

"Of course", Peter said.

"They made us out. So much for the element of surprise", Rogue said as she was flying the jet.

"Spider-Man, this is your show, so what do you suggest we do?" Steve asked. Despite putting around Sonja's neck, Peter heard what he said and answered.

"We've got them out numbered and outgunned", Peter said. "We overwhelm them and we do it fast".

"So take em down hard? My kinda plan", Sonja said.

"Don't underestimate them however they are full of surprises", Peter said as he and the other heroes jumped out of the Quinjet. "Short and sweet people. Not asking for much just Earth's Mightiest Smack-down!"

 **-with the Sinister Six-**

"I'm coutnin' nine of 'em", Sandman said.

"And the pilot, I know", Ock said.

"They have an X-Man", Rhino said.

"Doesn't matter", Ock said. "We are ready for them. Keep to your assigned targets. Stick to our strategy. We can't lose because this is the day gentlemen... day that the _**SINISTER SIX REIGNS SUPREME!**_ "

" _ **AVENGERS ASSEMBLE!**_ " Peter called out. The fighting began immediately with the heroes engaging members of the Six. Havok and Thor fought against Rhino while Jess shot venom blasts at Electro. Hawkeye shot an arrow at Mysterio only for his arrow to transform into jelly beans.

"What the how'd he-" Hawkeye began to ask only for Peter to speak.

"He didn't you got him", Peter said.

"You sure?"

"He's using a hologram he's using", Peter said just as Sonja and Vampi knocked Mysterio down together. "Trust me, you got him. One down, five to go".

"One shot, that's all you get Webhead", Electro said as he attacked the Quinjet with Rogue still inside.

"Shit! Ah'm goin down!" Rogue said before crashing down.

"Rogue!" Alex shouted before running to get her. Just then a bolt of electricity struck him knocking him down.

"With this power up, I can take you all on myself", Electro gloated before attacking the heroes and knocking out Jess, Clint, and Vampi. "I'm a living force of nature! What've you got?! Huh?!"

Electro struck Peter with everything he had. but Peter seemed unfazed. "Not much. Just an Electro proof suit", Peter quipped. "Also I brought a God of Thunder".

"Oh so scar-AAAAAAAHH!" Electro screamed as Thor attacked him from behind.

"This is the price you pay, mortal! If you would live as lightning, then you must answer to the the God of Thunder", Thor said before blasting Electro into space. "BE GONE!" Thor was then struck be Rhino from behind who impaled Thor on his horn. "By Hela's teeth! What devilry is this?!"

"Like it Avenger? New horn, courtesy of Doc Ock. A tooth from a creature called the Midgard Serpent", Rhino gloated as Thor flew to the ground unconscious.

"[ _Thor! Hang in there, pal_ ]", Tony said as he tried to get there but was stopped by Ock who planted a device on him which caused his suit to react. "[ _Crap, system shut down! Dammit!_ ]" Just like that Tony fell to the ground unable to reactivate his suit.

"You were once an Avenger Sandman, you don't need to do this", Cap reasoned.

"Sorry Cap, but I've found my calling", Sandman said as he attacked Cap and Sonja with a wave of water mixed with sand.

"Well it was worth a try", Cap said.

"We will beat you, there's always a way to win", Sonja declared.

"Funny cause Ock thought the same thing", Sandman said as he threw a device at the ground. "The best way to beat Captain America and a warrior woman is by deep freeze, courtesy of the Cryo-pallets". With that Steve and Sonja found themselves freezing rapidly.

Rogue had emerged from the rubble and tried to fly to the battlefield to help the others but was shot down by Chameleon from behind. All that was left was Peter himself to face the Sinister Six alone.

"Alright Doc, in the end, all that matters is you and me. If I take you out then it's check mate", Peter said. "I've done it before".

"Yes. My cyber control helmets, you used it to take over my arms", Ock said.

"Yep, and your Octobots", Peter said. "Now it's part of my armor. What can I say? It's my lucky hat".

"Not today, I've made some improvements", Ock said. "You won't beat me twice. Not the same way..." Ock started to shut down Spider-Man's suit as a result. "... and not with my own toys". With that Peter fell to his knees unable to move for now. "Hahaha! I had one last dream, one last thing I wished to accomplish before I die", Ock said. "What a wonderful gift you've given me. Your complete and utter destruction!"

 _'C'mon Parker! There has to be a way out! There has to be!_ ' Peter thought to himself as the Sinister Six closed in on him.

 **Next time Pete, Vampi, and Sable fight crime together.**


	17. Ends of the Earth Part 2

**Spawn Hades** : Sorry but Sable isn't going to be part of the harem. Five Marvel ladies is enough. As for Black Widow, I decided to switch her out for Vampirella because I wanted to flesh out her relationship with Peter more. Black Widow will appear later.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 17: Ends of the Earth Part 2**_

Vampirella was getting back up from being electrocuted by Electro and crawl away from the battlefield in order to heal up but was feeling a little lightheaded. _'The bastard hit my spine when he attacked me and now I can't walk straight. Guess I'm not finished healing yet'_ , Vampi thought to herself. As she started to stand up straight she started falling back down only to be caught by an invisible person.

"Take it easy, I've got you", the person said. "I need to get you out of here and help Spider-Man".

"It's you from before but why are you here?" Vampi asked softly.

"I came here to help", the person said as she placed a bomb on the destroyed Quinjet.

 **-with Peter-**

"Just a suggestion", Mysterio began, "but we should just kill 'em off. I've worked on enough horror films to know that if you leave these guys lying around, the second your back's turned, they pop up and getcha".

"No, I have plans for these heroes", Ock said. "Gather them up".

"You heard the man, chop chop", Peter joked.

"Except for Spider-Man. Leave him to me", Ock said.

"Ah man", Peter said disappointed. "Looking for an Otto-Spidey quality time, huh?"

"I know what you're trying to do, Spider-Man. It won't work", Ock said. "Gentlemen? If we could have a moment?"

"Sure thing Doc", Sandman said as he and the others continued moving the Avengers. Sandman started moving both Cap and Sonja away.

"Have to admit, his plan did go off without a hitch", Chameleon said moving Hawkeye.

"Unless you call Electro being blasted off into space a hitch", Mysterio said moving Spider-Woman.

"Dillon was a fool", Rhino said moving Rogue, Havok, and Thor. "We're better off without him".

"Well my old foe, we've reached the end of our game haven't we?" Ock taunted. "Any final words?"

"Yes, I want to know the truth were really trying to save the world?" Peter asked out of curiosity.

"Well if you must know-" Ock began before...

"Hey, Ock we can't find the vampire lady", Sandman said.

"What?!" Ock said.

 _ **KA-CHOOM**_

The bomb went off severing Ock's hold on Peter's suit allowing Peter to go free. "What? NO!' Ock yelled. "Spider-Man?! Show yourself!"

"Forget about the Webhead we got the Avengers let's get going", Sandman said.

"You're right, we have world leaders to coerce", Ock said as he aided the others getting the Avengers on board their ship and leaving. "My days of fearing that insect are long over".

"We're clear", the voice said as the person removed the tarp over them and showed both Spider-Man and Vampirella underneath.

"Impressive, let me guess, new Symkarian technology?" Vampi asked.

"Exactly, you're more knowledgeable then I that Vampirella", the person said.

"What Symkarian, Silver Sable?" Peter asked.

"Yes, Spider-Man. It's me", Sable said as she revealed herself.

"Thanks for the rescue but I do have to ask we me and Vee and why not the other Avengers?" Peter asked. "Also how did you know about her name?"

"Because out of all your teammates, you are the one with the most experience defeating Doctor Octopus", Sable said. "As for Vampirella, I looked her up and found old pictures of her in Hollywood. It would only seem natural to grab her as you two have worked together before. Here, I've been following you in my stealth ship the Swan, since you left the Summit".

"An Invisible Jet? Pretty sure Diana had one before", Peter quipped.

"Hm, I forgot about the constant quips", Sable said.

"You're not second guessing about choosing him, are you?" Vampi asked as she eyed Sable.

"Of course not. I've worked with Spider-Man many times", Sable said. "He's very resourceful and not given half the credit or respect he deserves".

 _'I wish I could believe that'_ , Peter thought to himself as he was fixing up his suit. _'Not only did I fail trying to take down the Sinister Six, the Avengers, mainly Sonja, are being held hostage. I have to find a way to save them all'_.

Peter, Vampi, and Sable continued riding in the Swan trying to find a way to stop the Sinister Six as they listened in on at the summit.

" _I have come to inform you that you're twenty-four hours are up_ ", Ock said. " _You've had ample time to go over my proposal, now I must now your answer. Will you do me this great honor? Will you help me save the world?_ " At that several people representing their countries stood up.

" _China agrees_ ".

" _Bulgaria agree_ ".

" _Senegal agrees_ ".

" _Syria agrees_ ".

" _Portugal agrees_ ". Ock smiled at this before speaking

" _Good_ ", Ock said. " _Since there any objections, let's get down to business. I already have factories mass producing my micro-satellites around the globe. Enough to erect a permanent Octavian Lens in Earth's Orbit. What I need from you is for the devices to be distributed to all existing missile silos. A minimum of two hundred rockets must be reconfigured to release my satellites payload_ ".

It was at that moment that the Prime Minister of Symkaria contacted them for something important. " _Ms. Sablinova? Please tell me you are receiving me? I am streaming you the images now_ ", he said to Sable.

"Thank you Prime Minister", Sable said. "You serve Symkaria well".

"I recognize one of the locations", Vampi said. It's marked off as his main fabrication site. It's located in North Africa and if we destroy it there's a chance he won't met his two hundred quota. We could end this".

"Well done, Vampirella", Sable said. "Setting a course for the Sahara Desert".

 **-Hours later-**

Hours passed with Peter working on his suit again, this time smiling under his mask. "Alright Project Pink Hippo's done and uploaded", Peter said.

"Pink Hippo?" Vampi said as she walked towards him.

"Yep, it's our secret weapon", Peter said. "Try not to think of a pink hippo. Now, what are you thinking about?"

"A pink hippo", Vampi said with wide eyes.

"And that's how it works", Peter smiled.

"We're here", Sable said.

"You sure we don't need to catch some Z's and take a few hours to come up with an actual plan?" Peter asked.

"No. We don't have time to waste, Spider-Man", Sable said.

"What's our strategy, Spidey?" Vampi asked.

"Big base run by supervillain? Easy, we pull the ol' Luke and Han in the Death Star'. We knock out some guards, change into their uniforms, and take their place", Peter said. "No fuss, no muss".

"Of course, any excuse for you to put on a new costume", Sable said.

"Say Ms. White-After-Labor-Day", Peter said. "C'mon gang, let's be quick about this. We wanna be in and out before they even know we were here".

After sneaking their way inside the trio found that Octobots were all over the place instead of people. The three moved and made short work of the Octobots before Vampirella spoke. "Wait, something isn't right here". Vampi grabbed one of the satellites and held it up before opening it and showing Peter and Sable. "Look the satellites they're construsting, empty casings we've been set up".

"Back to the Swan now!" Sable commanded as she Spider-Man and Vampirella ran out of the building. Just as they were leaving they were confronted by Sandman who is use the entire Sahara Desert as an extension of himself.

" _ **Ha ha ha! Oh you are all in for it!**_ " Sandman laughed.

"Sandman! I order you to stand down!" Sable demanded.

"Stow it Sable, you ain't my boss anymore", Sandman said. "Ock knew that bigwig would tip you off about this place, and that you'd yell your pal Spidey. Ock thought of everything!"

"Yeah, brilliant plan", Peter said. "Send me to the middle of the desert and gee, I wonder who'll be waiting for me? Blizzard? Hydro-Man? C'mon, you think I didn't see this coming? You're why I'm here! I'm gunning to take another of Ock's pieces off the board".

"Try it!" Sandman challenged. "We've fought on beaches, in quarries, but here I've got the entire Sahara backing me up! Whatcha gonna do, huh?!"

"Not much, just this!" Peter said as he sprayed Sandman.

"Gyah! What was that?!" Sandman yelled.

"Alright ladies, lenses on!" Peter ordered. Vampi and Sable placed special shades while Peter tapped the side of his helmet causing their lenses to turn red. _'At your core Marco is a constant grain of sand, a Queen Bee particle telling the others what to do. And whattaya know? There it is'_ , Peter thought to himself as he spotted a grain of sand that the lenses showed was green.

" _ **GRWAARR!**_ " Sandman roared as he started attacking the heroes.

"Vee, Sable do you see it?!" Peter asked.

"Yes!" Vee said

"I have it targeted!" Sable said.

"Good! Whatever you do, don't let it out of your sights!" Peter said.

"That's your problem, Bug! You talk too much!" Sandman yelled as he continued to attack them. " Now that I know what you're up to I'm burying that part of me so deep, you'll never find it! It's just you and me. Me with the power of the World's Largest Desert with the power to become anything I can imagine!"

"That's your problem Flint", Peter retorted. "The power of half a continent and no imagination. Giant mallet fists? Seen that a kajillion times. Here why don't we offer you some alternative suggestions. Vee! Sable! NOW!" Peter, Vampi, and Sable held up their phones and shouted at the same time.

"Dome!" the three said. Just as Sandman tried to attack them his hands turned into a protective dome. This caused Sandman's eyes to widen.

"What?! I didn't mean to do that! What's going on?!" Sandman asked.

"heh, it worked", Peter said.

"You sound surprised", Sable said.

"No it's good. I'm all over this", Peter said. "Grab hold". With that Peter started blasting out of the dome with Vee and Sable holding on to him.

"What did you do to me?!"

"Simple you just got Pink Hippo-ed!" Peter said. "We're transmitting images along your brain waves. Basically, putting pictures in your head. Try not thinking about 'em!"

"Cube", Vampi said.

"Sphere. Pyramid. Hoop", Sable said. Just like that Sandman started transforming and he formed all of the shapes they showed him.

"GNAHHH!" Stop doing that!" Sandman yelled in pain.

"What about... Keemia?" Peter said. This caused Sandman to form the face of his daughter, Keemia, on his chest. _'Bingo! Look what that brought to the surface'_.

"NO! You don't ever say her name! You leave my daughter outta-" Sandman yelled only to be interrupted when Peter shot two web-lines into his chest and pulled out the grain of sandman that was important to him. Just like that the sand around them fell apart with Peter holding the Queen Sand Particle in a web ball.

"We got it!" Peter said. "We may not have shut down Ock's plan... yet, but we just took another of his men out of the picture. Good team work!"

"Let's not get too comfortable Spidey", Vampi said. "Ock will think of something else so we better be careful and be ready for he throws at us".

* * *

 **Elsewhere**

Doc Ock set up his live feed and made a broadcast out to the rest of the world. "People of Earth, forgive my interruption but this is important", Ock began. "I have proof that terrorists are attacking my factories. We must all unite against a common foe! The world must come together against the GLOBAL MENACE CALLED SPIDER-MAN!"

* * *

 **Three days later**

Peter, Vampi and Sable have been fighting together in an attempt to destroy all of his factories. At the moment they were fighting against the Rhino before tricking him into destroying the factory himself. Just as they were being chased by the Rhino Peter turned around.

"Take this Rhino!" Peter said as he shot out an electrical dart that caused pain to Rhino and an explosion. The three were hit by the shock wave and were just picking themselves back up just as they were met with another problem.

"Everyone stand down!" a voice said as multiple S.H.I.E.L.D Helicarriers appeared. "This is S.H.I.E.L.D. We're in control of this situation".

"Finally the cavalry!" Peter said.

"Spider-Man! You, your mystery ally, and Silver Sable, by order of International Law, are under arrest!" the S.H.I.E.L.D agent said. "Back away from Ock's factory, drop your weapons, and put your hands up!"

"Great, just when I think something good will come of this", Peter said.

"They're in league with Doctor Octopus", Sable said. "We have to leave. Back to the ship, hurry!" Sable threw a smoke pallet just as the three began to leave.

"Great! I've been public enemy number one before but never for the whole planet!" Peter said. "This won't look good on my permanent record".

"Shh!" Sable whispered. "It's a smoke screen not a sound screen".

 **-Later-**

"Spider-Man, are you alright?" Vampi asked.

"Honestly no", Peter said. "Every nation on Earth thinks I'm wrong on this one and I gotta admit this bites".

"Look Peter, I get that this isn't right but remember you've faced the odds before", Vampi said. "Stop worrying about what others think of you. It didn't matter to you then and it shouldn't matter to you now. Besides, I have faith in you and I know Sonja does as well".

"Thanks Vee", Peter said a smile forming. "I needed that".

"It's what I do", Vampi said smiling herself.

* * *

 **Elsewhere**

Doc Ock smiled at the fact that Spider-Man was once again running from the law and that his plans were back on track. "As I thought the news favors my plans than believing Spider-Man", Ock said. "Time to proceed to the next part of my plan". Just then he was met by Chameleon, Mysterio, and Rhino.

"Hold on Ock, let me state the obvious", Chameleon said. "Electro was shot into space, Sandman has been captured, and Rhino barely made it back alive. We've got the money why not just leave the table a winner?"

"He's got a point", Mysterio said.

"No! The money means nothing, in the time I have left to spend it!" Ock said. "You two will complete your mission or else you will have made an enemy of me!" With that Mysterio and Chameleon left while Rhino stayed.

"The money ain't important to me", Rhino said. "You promised me..." Rhino said but was stopped by Doc Ock.

"I know Alexei, and I have no intention of going back on my word", Ock said.

"By the way, what are the Avengers for?" Rhino asked as they passed through the hallway with the Avengers held in containment with devices on them.

"You'll see", Ock said with a malicious smile on his face.

Out of all the Avengers there, Sonja was held there unable to move, unable to escape, and unable to speak. _'Spider you have to save us'_ , Sonja thought to herself. _'Please'_. Sonja shed a single tear at her current situation where she couldn't do anything.

* * *

 **with Peter, Vampi, and Sable**

"Spider-Man, you might want to see this", Sable said as she showed him something. "New Intel shows that Doctor Octopus is marshaling more forces against us".

"Who could he get to help him?" Peter asked.

"Super villains", Sable said.

"Fine", Peter said. "If Ock can raise an army we can too! Open a line". With that Sable opened up a line for Peter to speak to the rest of the world's heroes. "Heroes of the world, if you can hear this, this is Spider-Man and I need your help! The Avengers have been captured. The X-Men, Defenders, and FF are off-world. You are all that's left and it's time to step up. Whatever you may think of Ock's plan, I'm telling you it's all a lie. It's nothing I can't prove but I ask you to take a leap of faith, to stack my character against his and ask 'who do you trust?'"

"I am Silver Sablinova of Symkaria and I tell you that this man is a true hero and I would follow him to the ends of the Earth", Sable said with confidence.

"The same goes for me", Vampi said. "I trust Spider-Man with my very being and you should too". Peter smiled at the two women before continuing.

"We have coordinates to Ock's satellite factories", Peter said. "They are heavily guarded and you'll have to destroy as many as you can. If you're up for it, here's what you'll need". After a while of explaining and wishing the other heroes good luck, Peter closed the line and took off his helmet. "Thanks Vee, it means a lot that you trust me".

"It's nothing believe me", Vampi said.

"It's not nothing Vee", Peter said. "I'll be honest, when you started living with Sonja and I, I had my doubts about you. That was part of the reason why I didn't want you to be involved with the war the Avengers and the X-Men. However, you proved me wrong and I apologize for for thinking that way about you. You are a true friend and ally and I'm glad that you are".

"Thank you Peter and you are forgiven", Vampi said. "But I want something from you in return".

"And what's th-mmph", Peter was cut off when Vampirella kissed him. Peter was shocked at first but he slowly closed his eyes and deepened the kiss. Just as they parted, a string of saliva formed. "Wow".

"I admit I was jealous when you and Sonja kissed and right now this just seems right", Vampi said. Before the two could continue Sable called them.

"Spider, Vampirella, we're coming up up the next factory", Sable said. Peter and Vampi got up and walked over to where Sable was.

"Where?"

"Romania, near the Symkarian Border", Sable said. The three made it to this base and broke in only for a problem. "Nothing is here. Dammit!"

"Sable relax, you didn't know", Vampi said. "This place is empty and nothing is here so what is this a trap?"

"My Spider Sense isn't going off so that means one thing and I pray that I'm wrong", Peter said.

" _That's right fools, you've lost_ ", Ock said as he appeared on a screen. " _There's nothing here because there is no more to make_ ".

"Oh no", Peter muttered to himself. "I prayed that I was wrong about this".

" _That's right Spider-Man, every last one of them is finished and in the air!_ " Ock laughed in malicious joy. " _You asked me Spider-Man, back in the Mediterranean, if I was going to save the world. Well here's where you find out_ ".

"Let me guess, you're gonna surprise me", Peter said. "And then put me in my place for ever doubting you".

" _Yes, and I can happily admit to you that you're right_ ", Ock said shocking the heroes. " _Why should I Otto Octavius, a genius suffer and embrace my end while others go about their pathetic lives? No! If I must enter Oblivion, I won't go alone! If I must perish, then so shall all of you! We'll die together!_ " From out of nowhere extreme heat bombarded the area on the Symkarian Border.

"No, no, no!" Peter said as he and the others appeared outside. "Otto you monster, he didn't just destroy Symkaria he destroyed half the planet". They ran into the towns and saw people running screaming as buildings were on fire.

"My family, friends. Everyone I've ever known. They're... they're all..." Sable said as she tears started to fall from her cheeks.

"None of this is real", Vampi said causing Peter and Sable to look at her with wide eyes. "My sense of smell can tell that this isn't real at all. And I can tell that two of the Six are here". Vampi pointed to where the two were and Peter swung over there and caught both Chameleon and Mysterio.

"Damn you Spider-Man!" Chameleon said.

"Here's what you're going to do", Vampi said. "You're going to shut what ever this is off and you're going to tell us where Octavius is or else you'll be dealing with me".

"And why would we do th-" Mysterio was cut off when Vampirella's eyes turned red, her claws extended and her fangs appeared. This terrified both villains. "What I meant to say was I will get that done immediately". Mysterio turned off his hologram causing the illusion of a destroyed city to disappear.

"Piece of cake", Vampi said with a smirk just as Sable and Peter smirked with her.

* * *

 **above Guatemala**

"And here we are, Guatemala", Peter said. "I still don't get why he would set up a base here".

"That doesn't matter Spider, what matters is stopping Octavius", Sable said.

"We stop him, we end his schemes and we save the world", Vampi said.

" _Fools did you really think it would be that easy?_ " Ock's voice echoed.

"Honestly no, you always have a trick or two up your sleeve", Peter said.

" _How right you are Spider-Man_ ", Ock said. " _You and your allies have come here to die! Most of the Sinister Six may have been defeated but I have something just for the three of you_ ". Peter, Sable, and Vampi paled as the Avengers appeared with Octobots controlling them. " _It will be a marvel to see you destroyed by your teammates._ _Avengers Assemble!_ "

The Avengers attacked Spider-Man, Sable, and Vampirella with everything they have while the non mind-controlled heroes were preventing them from killing them. As Peter flipped over Thor's hammer he blocked a chop from Cap and threw him away.

"Okay, I can't keep fighting them so time end this", Peter said. "Nice an Ice-Pallet. With this I can-" Peter stopped as realization hit him. _'No, why didn't I see it before?! Ock's Ice-Pellet it's the same tech I created for my Cryo-Cube! Ock has been twisting around my tech in order to get what he needed! This is all my fault'_ , Peter thought to himself.

Peter was able avoid getting hit by Cap's shield and jump over Havok as he tried to blast Peter. Sable was able to shoot at Hawkeye as well as avoid be shot by an arrow. Vampi was fighting against Rogue and Sonja at the same time and was able to avoid their attacks both punching them both back. Peter went to shoot his webs when nothing came out.

"Crap, I'm out!" Peter said.

"Out of what?" Vampi said.

"Webs, we've been fighting for days that I forgot to refill my web-shooters", Peter said.

"So all you have is superhuman strength, speed, and spider-powers", Sable said. "What a pity they have never served you well in the past".

"All right, I get it", Peter said as he took down Hawkeye.

"Regardless of your skills and abilities I'll still prove to you how superior I am", Ock said. "This form should be enough to finish you off!" Ock decided to take over Jess' body in order to fight Peter.

"Really you're controlling Spider-Woman now?! That's kinda creepy, even for you", Peter said.

"Doesn't matter, she has superior skills and has defeated you not too long ago", Ock-Jess said.

"True but I acquired a few skills of my own! Like my very own form of Spider-Fu", Peter said as he used his Way of the Spider fighting style to defeat the mind-controlled Jess. "Sorry Jess, hope you can forgive me when you wake up". Just then Sonja appeared and tried to decapitate Peter who luckily ducked out of the way before tripping her with a leg sweep. "Sorry Sonja, hope forgive me as well".

Sable was fighting Captain America. "Captain, if you can hear me then resisting Octavius' machines and giving me every opening I need, I thank you for that soldier", Sable said as she was able to knock out Steve.

Peter continued to fight against Sonja when he remembered the necklace he gave her that she was still wearing. "Of course how could I forget that", Peter said. "Vee, Sable, I'm going to activate an EMP! Get back unless you want your tech scrambled!"

With that Peter was able to grab the necklace from around her neck and pressed a button on it as he was being punched to the ground. As he fell he threw the necklace in the air that caused a burst of energy to be released that freed the Avengers from Doc Ock's control.

" _[Finally free at last]_ " Tony said. " _[Defeated and controlled by Doctor Octopus, that's not going into the mission log]_ ".

"Apologies Avenger, I tried my best to soften the blow", Thor said as he reached out for Peter's hand.

"Hey as long as everyone is okay", Peter said as he grabbed Thor's hand and stood back up. "Wait, where's Sonja?"

"Right here", Vee said as she appeared with an unconscious Sonja. "She was using everything in her power to herself from being controlled and she passed when she was freed". Vampi laid her on the ground next to the unconscious Captain America.

"Well it's good to know that we saved the Avengers", Peter joked.

"Oh great, now he's gonna hold that over us", Rogue said before sighing.

"Of course this is a victory for me", Peter said.

"I think not", Ock said through an Octobot. "It's time we ended this little game of ours". With that satellites shot out of the ocean into the sky.

" _[Crap! Thor, Rogue, on me! We have to stop those at all costs!]_ " Tony said as he, Thor, and Rogue blasted off to stop the satellites.

"Spidey the entrance to Ock's underwater base is right there", Alex said as he was getting up.

"Thanks", Peter said. "Vee stay here with Havok and make sure the others are alright".

"Got it", Vampi said.

"Sable it's time we ended this with Ock", Peter said.

"Exactly what I was thinking", Sable said.

With that Peter and Sable jumped off to fight Doc Ock and Rhino once and for all. Peter was able to hack into one of Ock's vehicles and dock into his base. After breaking into his base they were confronted by Rhino. "Rhino believe me whatever it is Ock said he would give you, it' not true. He's up to no good", Peter said.

"I know that. He told me", Rhino said. "The only thing that mattered to me was my wife, Oksana, and now she's gone. Why would not want to help Ock? He told me that I would have a front row seat to watch the world burn".

"He won't listen to reason", Sable said. "We need to stop him Octavius now".

"I don't think so!" Rhino said as he charged forward and grabbed Sable pinning her down as the water was rising in the base. "Try escaping me if you can".

"SABLE!" Peter yelled.

"You care for her, don't you? Of course you do, you care for everyone. This is how I hurt you Webhead. This is how I finally win. I ain't movin' from this spot so tell me Webs are you gonna save the girl or stop Ock? You can only choose one".

"Spider-Man! Forget about me go!"

"What no there has to be another way!" Peter said.

"There is no other way! You have to go, if you don't Symkaria dies, New York dies, everyone dies! You must stop Octavius, now go!" Sable yelled as she couldn't escape. With that Peter ran off to deal with Doc Ock just Sable's head was starting to get buried under water.

 **-with Ock-**

Peter had broken the doors off of it's hinges as he approached Doc Ock. " _ **OCTAVIUS!**_ " Peter yelled in anger.

"Wall-Crawler, it's time that we finish this once and for all", Ock said.

"Funny I was thinking the same thing", Peter said as he and Ock began fighting. Ock attacked Peter with his tentacles with Peter punching them away and shot a web-line and threw him to the side of the room. Ock got back up and slashed at Peter with his tentacle sending Peter back and broke a piece of his helmet.

"Face it Spider-Man you will never be able to stop me", Ock said. "The truth is I never to destroy all life on Earth. We humans are resilient after all. No, I want the world to remember me as the man who is far worse than Pol Pot, Hitler and Genghis Khan combined!" Ock was able to use all of his tentacles to wrap around Peter's entire body.

"I don't think so Ock", Peter said. "As long as I'm here you will never win". Peter said as he tried his hardest push the tentacles back. _'This tentacles are made of Carbonadium and are definitely strong but that doesn't matter! I have to stop and I'm not going to let Sable down at all! Time to forget the math Parker! Forget what's possible! Do this and do it NOW!'_ , Peter thought to himself as he broke the tentacles with every once of strength he had stunning Doc Ock.

"No! That's impossible! There had to have been an error!" Ock said in disbelief. "I am Otto Octavius! I have a superior mind!"

"If you say so", Peter said. "Here let me lend you a hand". With that Peter destroyed the controls to the machine Ock was in front of

"No! The controls, my greatest plan, destroyed", Ock said as his life support system was starting to fail. "How could you?"

"I had my reasons, Otto. Over seven billion of them", Peter said as he picked up Otto. "And neither yours or mine is more important". Peter began running out of the building with Otto in his arms as the building was coming down. Peter ended up running in to the room where Rhino and Sable were and find something interesting. Rhino was dead on the ground with a stab wound on his head. "Oh my God, Rhino who did this to you? And where is Sable?"

"Spider over here! We have to go!" a voice called out. Peter followed the voice and saw that Sable was there alive and wet from nearly drowning. "Come!" The two ended up escaping the base as it collapsed on itself.

"What happened back there? How did you escape? And did you kill Rhino?" Peter asked.

"Later Spider, right now we have to go", Sable said.

"Tony what's the word?" Peter asked as he pressed the com on his ear.

" _[They're all destroyed, every last one of them]_ " Tony answered. Peter sighed in relief at this. Peter and Sable made it back to the others with Octavius in Peter's arms. Peter was met by Vampirella and a now conscious Sonja who ran up and hugged him.

"Sonja are you alright?" Peter said.

"Yes, thanks to you", Sonja said just as Captain America walked over.

"Is it over son?"

"Yes Captain it's over", Peter said. "We saved the world".

"No son, you saved the world", Cap said with a smile.

"Well no alone", Peter said.

"Spider, for once just take the credit", Vampi said with a smirk as she nudged him a bit with her elbow. "You save the world. You deserve a win, today".

"Right, of course", Peter said.

* * *

 **the next day**

In the aftermath of Doc Ock's attack on the world, Ock was immediately arrested by SHIELD and held in a medical area as he was dying of cancer. Just as Ock lay in his bed, Peter walked into the room. "What you did was really stupid Ock", Peter said. "You said you wanted a legacy to be remembered by, well here it is. You'll be remembered as the man who tried to destroy the world and almost succeeded but was stopped by me". Ock glared at what he said. "The cancer you have inside of you is spreading and that you have only a few more weeks to live. However, I'm working on something as we speak to get rid of your cancer permanently. It is possible to do so and it's happened before with Eddie Brock when he was Anti-Venom. As much as you make me mad sometimes Ock, even you deserve to live that is why I'm going to save you".

With that Peter left the room so that Otto could be alone however, unbeknownst to Peter Otto was plotting something else. _'How can you save me when you won't even be able to save yourself, Peter Parker?'_ , Otto thought to himself.

Peter walked out of the building and was met by Sonja and Vampi who were waiting on him. "You good?" Sonja asked.

"Of course, I just had to speak with him for a bit", Peter said. "Now then, let's head home"

"Finally", Vampi said.

"Spider, remember what we talked about?" Sonja said.

"Yeah", Peter said.

"Then I think it's time we fought", Sonja said. "And I'm not taking no for an answer". This caused Peter and Vampi's eyes to widen slightly. Peter sighed for a bit before answering Sonja.

"Your on, tomorrow at Avengers Mansion", Peter said.

 **Next time Peter and Sonja fight and gets answers from Sable and how she escaped. Also** **the first lemon in this story and Deadpool.**


	18. Keeping a Promise

**gunman** : My apologies for confusing you last chapter and I hope that you enjoy this chapter. As Deadpool, you'll fine out what he's doing.

 **DB-19** : You'll find out in this story.

 **Spawn Hades** : Sable didn't defeat Rhino but you'll find out how next chapter. I do hope that the fight between Peter and Sonja is entertaining.

 **cabrera1234** : Funny I've been asking that same question for a long period of time. I didn't like that either and sadly I'll have to do the Dying Wish story but it will take a different approach from the comics.

 _ **Lemon in this chapter!**_

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 18: Keeping a Promise**_

Peter is jumping from rooftop to rooftop avoiding being burned by fire being shot at him. The person attacking him is none other the hot but deadly Purgatori. Peter back flipped and shot impact webbing at her that she burned. Peter quickly turned forward to continue swinging off. "I just wanted a midnight swing through the city, what have I ever done to you lately? Also where have you been lately?" Peter asked before he back flipped off a building and started web swinging with Purgatori chasing him.

"I'm here to get revenge on you and finally kill you, so don't concern yourself with where I've been!" Purgatori yelled before shooting more fire at him.

"Hey, I was just asking a question you don't have to be so mean about it. Seriously, somebody needs to get laid", Peter quipped as he turned around and shot two web lines and launched himself over Purgatori before continuing to swing away with Purgatori in hot pursuit. "Also where's Chastity? I thought you two were dating, did you break up?"

"Like I cared for that whore now stay still so I can kill you!" Purgatori demanded. Purgatori flew passed Peter and turned to face him before her wings transformed into spikes and tried to impale him.

"Whoa!" Peter yelled before flipping the spikes and landing on a rooftop avoiding more spikes trying to kill him. Soon enough Purgatori receeded her wings and tried to swoop down on him with her claws ready.

"This time I'll finally kill you, you stupid human!" Purgatori yelled.

"Technically, Webby here is a mutate, just like me!" Purgatori looked up to a red and black foot headed for her and she was kicked in the face and sent flying back. The figure that saved Peter landed right next to him.

"Wade, how did you get here?" Peter asked. Wade Winston Wilson aka the Merc with a Mouth, Deadpool stood by him.

"I fell out of a plane in order to stop Purgatori", Deadpool said. "The reason why I'm here is because I was promised to be in this story and well here I am".

"Okay, ignoring most of what you just said, can you help me out?" Peter said.

"I that you wouldn't want my help?"

"Usually I would take her myself but she's stronger than the last time we fought", Peter said. "Before we fought, she mentioned that she had been feeding and gaining more power".

"Well if you need my help, I won't say no", Deadpool said before taking out his trusted katanas. "So how are we doing this?" Purgatori took this time to charge at them both.

"Simple, we hit her and hit her hard", Peter said.

"Alright! Love this plan!" Deadpool said with excitement as he and Peter jumped at Purgatori. They both avoided an attack from her claws with Peter jumping over her while Wade slid under her all the while staring at her rack. _'They're beautiful. I'm definitely touching myself tonight'_ , Wade thought before gaining his composure and slashing at her thighs while Peter kicked her in the back.

"Gahhh!" Purgatori yelled as she turned around to attack them again but was stopped when Peter held her arm in place. Before she could do anything, Purgatori was slashed once again by Deadpool's katanas. "You'll pay for that!" Purgatori yelled as she grabbed Deadpool and bite him on the neck in an attempt to drink his blood.

"WADE!" Peter yelled in fear. Purgatori stopped and spat out the blood she was trying to drink.

"Gahhh, you're blood taste horrible", Purgatori said in disgust.

"Yeah, funny thing. You see I have cancer so-" Wade was interrupted when Purgatori tried to slash him with her claws and he ducked out of the way. Peter was able to web up both Purgatori's arms and deliver a punch to her face knocking her back.

"I think it's time we finished this", Peter said.

"Right", Wade said. With that just as Purgatori was getting back up, Peter and Wade ran up to her and with their combined strength they punched her into and side of a wall almost cracking it in the process. Purgatori fell to the ground just as Peter and Wade stood over her.

"So have you learned your lesson?" Peter asked.

Purgatori glared at him as she started getting up. "Don't think you've won. I can still fight you know", Purgatori said ready to go again. Just then a portal opened.

"Purgatori hurry up! We found her! Let's get her before she gets away", Chastity's voice called out.

"What, fuuuuuuuuuuuck! Fine I'm coming", Purgatori groaned before heading towards the portal. She turned to look at the heroes. "Don't think this is over. I'll be back". With that Purgatori disappeared.

"Thanks Wade for your help", Peter said.

"No need to thank me, I was just here to help", Wade said. "Besides, you'll never know when you'll need help every now and then". At that Peter smiled a bit and the two shook hands.

"Well I better get going", Peter said. "I have a big day in a few hours".

"Sure why not, have fun with Sonja", Wade said as Peter swung away. "Speaking of lemons, hey Musikman50 why didn't I get lemon with Domino in Web of Women?"

Sorry bro, I got side tracked with other things and I couldn't remember it.

"Sorry my ass! That doesn't show me titties worth seeing!" Deadpool said.

Back with Peter it finally dawned on him what Wade just said. "How did he know about Sonja?" Peter wondered.

* * *

 **Avengers Mansion**

It had been a few hours later and standing in the training room of Avengers Mansion were a group of people that came to witness the fight between Peter and Sonja. The people who came were the Human Torch, Thing, Havok, Wasp, Scarlet Witch, Spider-Woman, Wolverine, Storm, Iceman, Psylocke, Jubilee, and Vampirella. Everyone was waiting for Peter and Sonja to hurry up and come out before looking up to see Carol swoop down from the sky.

"Hey everyone sorry I'm late", Carol said wearing her new red and blue suit. It was a little while ago that Carol decided to give up on being Ms. Marvel and take up the mantle of her late predecessor Mar-Vell.

"You're actually early Carol", Logan said. "Pete and Sonja have yet to appear and we all got here early to watch the fight".

"Oh okay then", Carol said noticing that Logan had his arm around Storm's waist. "So when his this been going on?" Storm blushed a bit while Logan made an annoyed look.

"If you must know, Ro and I have been together for over a month now", Logan said. Carol and Rogue smirked a bit before Wanda spoke.

"What about T'Challa?" Wanda asked standing next to Carol.

"T'Challa and I aren't married anymore", Storm said.

"Right, forgot about that", Carol said.

"Would those two hurry up already?!" Johnny cried out in annoyance.

"Would ya relax Matchstick? They'll come out just be patient kid", the Thing said.

"They're both mentally preparing for this", Psylocke said. "They both want to make sure that they give everything they have when the time comes".

"Considering that they've been fighting together for a while now, I can see this be being tough for them", Carol said.

"Exactly what I thought", Psylocke said.

"Why are you here Betsy?" Ororo asked.

"... I came to see Sonja fight Spider-Man", Betsy said with a shrug.

"Okay, just throwing this out there but two thousand on Sonja winning", Johnny said.

"Really kid?" Ben said.

"I'll take those odds", Vampi said. "Five thousand that Peter wins".

"Alright you're on", Johnny said. "Anyone else wants to join?" Everyone else shook their heads no. "Alright then".

"You are a hustler, you know that?" Jubilee asked with a smirk.

"Yes, I do", Vampi said. Her mind then drifted to think of Sonja and Peter who were both preparing for this fight. _'I wonder what they're doing'_ , Vampi thought to herself. Unbeknownst to her Psylocke was thinking the same thing.

 **-with Sonja-**

Sonja was getting dressed in the room she was in. She slowly placed on her gloves and boots all the while thinking to herself. _'This is a day I have both wanted and feared. The day that the Spider and I will fight against each other'_ , Sonja thought to herself.

Sonja placed over her chest the scalemail bra that she had on the day she got to this world. Once she finished she picked up the scalemail skirt and placed it around her waist. Once she put the ends together, she turned it around so that the front and back of her were covered from view. Sonja did have a pair of underwear made of cloth that was made for her a long time ago so that no one would see her nether regions.

The last thing that she picks up was her favorite sword that was inside of it's scabbard and tied it to the side of her skirt. _'It's now or never and there is no going back on this'_ , Sonja thought to herself. Behind Sonja was Scathach who just appeared.

" _ **It is time my champion**_ ", Scáthach said. " _ **Are you ready?**_ "

"Yes my goddess, I am", Sonja said.

 **-with Peter-**

Peter was in another room preparing as well. Peter placed on his blue pants before grabbing his web patterned, red and blue shirt. After putting on his shirt, he grabbed his web-shooters and clicked them on. Peter picked up his red web patterned boots and put them on each foot before doing the same to his hands when putting on his gloves.

Peter grabbed his mask but didn't put it on yet. He looked at his mask all while thinking to himself. _'Well today's the day we fight. This is a fight that I cannot lose. No matter what I have to win'_ , Peter thought to himself. With that Peter placed his mask on before turning around to see Madame Web behind him.

"It's time Peter", Julia said. "Are you sure about doing this".

"Of course I am", Peter said with a reassuring smile under his mask.

 **-with the others-**

"By the way where's Reed, Sue, and the kids?" Logan asked.

"Sue decided to watch the kids today while Reed had a meeting with Black Panther and won't be back for a while", Johnny said. "They did say that they wanted to be here".

"Funny Hank said the same thing and that he was busy", Bobby said.

"Same with Steve and Tony", Jess said. "What do you think they are doing?"

"Don't know but let's hope they aren't doing anything crazy", Logan said.

The wait was finally over as Peter came out first with everyone looking directly at him. Peter looked at everyone present and walked over towards Logan. "I thought you called a few people", Peter said.

"I did but just the ones that wanted this fight", Logan said before smirking. "By the way Johnny's betting on Sonja to win".

"You're a true friend, you know that Johnny?" Peter asked with a deadpanned expression.

"Of course I do. Aren't I amazing?", Johnny said.

"Don't worry Pete, I believe in you", Vampi said.

"Thanks", Peter said. Vampi smiled and nodded. Peter turned around and started walking in the open area before turning towards the area he just came from.

"You're going to lose!" Johnny whispered to Vampi.

"We'll see", Vampi whispered back.

"Sonja's here!" Johnny said excited she was here.

"We can see that Matchstick", Thing said. Sonja walked over to the area and stopped standing just five feet away from Peter. At that moment Vampi walked over to them before turning around and facing the crowd.

"Ladies and Gentlemen, this battle will be a no holds barred fist to cuffs fight between Spider-Man and Red Sonja!" Vampi announced. "The rules are simple; the match will end with either person is knocked unconscious or submits to the other". This caused a few people to nod. "Although this is expected that the fighters know this, I will say that killing is not allowed. Is that understood?"

"Yes/Of course", Peter and Sonja said.

"Alright then, let's have a good fight!" Vampi said. With that Vampi went back to the others while Peter and Sonja got into their battle poses.

"Sonja, I'm not going to pull any punches in this fight", Peter said.

"Good because I won't either", Sonja said.

In an instant the two dashed forwards and clashed with hard punches creating a shock wave that blow back a few people and creating a small crater. The two separated jumping backwards before running up to each other and began fighting.

Peter and Sonja were punching and blocking each other with left hooks and right hooks before Sonja went for an uppercut that Peter back-flipped away from. Peter landed upright and leaned back avoiding an attempted lariat from the redhead before flipping back and trying to kick her. Sonja used her arm to block the incoming kick to the head but didn't notice the other leg and was kneed in the stomach knocking her back a bit and causing her to skid.

Peter stood upright just Sonja ran up to him and tried hitting him with a flurry of punches. Sonja smiled as she was able to connect a punch to Peter's face and later his abdomen. Sonja went for a leg sweep but Peter was able to jump away from it and shot out impact webbing.

Sonja unsheathed her sword and began slashing through the impact webbing before charging at Peter. Peter avoided the slash and shot out web lines hoping to hit her. She avoided it and was able to slash Peter across the chest, slashing the Spider symbol.

Everyone gasped at this as Peter fell onto the ground only to flip himself upwards again. Peter stood in a crouched position just as Sonja pointed her sword in his direction. "Is that all you've got Spider?" Sonja asked in slight disappointment.

"Of course not", Peter said as he stood back up. "You should know me well enough to know that I always have tricks up my sleeve".

Sonja smiled a bit before charging at him again. However, Peter wasn't moving at all. Everyone was puzzled by this except Vampi.

"Why is he just standing there?" Jess asked.

Vampi smiled as she had an idea of Peter would do. Her idea was proven right when at the right moment Peter unleashed his stingers from his wrists and slashed at her sword.

"I forgot you had those", Sonja said. "How did you got those anyways".

"I made a deal with a spider god and turned into a monster to kill an energy vampire that literally hunted me down", Peter said. This caused everyone, except Logan who knew about it, to go wide eyed. "It's a long story. I'll tell you about it later".

"I'll hold you to that", Sonja said. With that Sonja moved in and slashed at Peter once again. Peter was able to use his stingers to counter her sword strikes. Peter was able to push Sonja back a bit before Sonja spun around and kicked him in the face. Peter was sent backwards but regained his footing and pushed himself forward shooting impact webbing at Sonja that knocked the sword out of her hand before drop-kicking her in the stomach.

"Come on Sonja, you can beat Spidey!" Johnny said.

"I thought Webs was your best friend", Ben said.

"Well he is but ..." Johnny stammered.

Sonja fell to the ground with a loud thud with everyone watching was in awe of what was transpiring here. Sonja was able to pick herself up and turn around to face him.

"Nice move but you'll have to do better if you want to beat me", Sonja said as she charged right at him as Peter sheathed his stingers.

Peter and Sonja continued swinging at each other before Sonja was able connect to Peter's face. Peter tried hitting her but Sonja ducked and elbowed him in the stomach, causing Peter to gasp for air a bit. Sonja went in for a kick to the face and Peter tried to jump back but Sonja caught his leg and slammed him onto the ground, cracking the ground underneath him. Sonja wasn't done as she lifted him back up by his leg and threw him. Peter regain himself and landed on his feet but was kneed in the face by Sonja.

Peter fell to the floor, down but still conscious, as he held his head and stomach before slowly starting to rise. _'Okay ouch, that hurts a lot'_ , Peter thought to himself. The moment he was on his hands and knees, his spider sense went off warning him of danger. Peter quickly moved to the left and avoided being stabbed by Sonja's sword.

Sonja attempted to slash Peter as she spun around but Peter ducked under the blade before shooting webbing at her feet. Sonja jumped away but was hit by impact webbing again before being punched in the face by Peter. This action caused everyone to go wide eyed in awe once again.

Peter and Sonja stood back up and looked at each other. "Sonja?" Peter called.

"I know, it's time to end this fight", Sonja said as she sheathed her sword. The crowd watched what was to happen next.

The next thing they saw Sonja and Peter dash towards each other. The two cocked their arms back as they got in front of each other. Sonja went straight the face and connected but felt pain in the stomach and looked to see that Peter had punched her there. Sonja gasped hard as the air was knocked from her while Peter staggered back a little before falling to his knees. Sonja took a step forward but felt the force of the blow was too much for her to bear and fell to the ground.

"I don't believe it, Webhead won", Logan said in shock before smirking at Johnny. "You owe Vampi so much money".

"Dammit!" Johnny said almost on the verge of tears.

"Relax Matchstick, you'll be fine", Ben said.

Vampirella walked up to Peter with a smile and reached out her hand. "Need some help?"

"A little, thanks", Peter said as he took Vampi's hand and she helped him up. Peter and Vampi walked over to Sonja who was starting to regain consciousness. "Sonja are you alright?"

"I-I lost. This is the first time I have ever lost to a man in a fight", Sonja said. Suddenly tears began to stream down her face but she smiled. "I lost a fight and yet I'm happy about it. More importantly I can finally lay with a man". Sonja was helped up by Peter. "Thank you Peter, thank you for everything". With that Sonja hugged him.

" _ **You have my thanks as well Spider-Man**_ ". Peter looked up to see Scáthach smiling as she descended to meet him and Sonja.

"Whoa". "Who is that?" "What's going on?" a few people say.

"Scáthach", Peter and Sonja said together.

" _ **I thank you young Spider for taking care of Sonja and I hope you continue to do so**_ ", Scáthach said.

"I will", Peter said.

" _ **Good**_ ", Scáthach said. " _ **As for you Sonja, since the Spider has bested you in combat, you are free to do as you please. Keep my blessings though, they are a thank you gift for serving me**_ ".

"Yes, my goddess", Sonja said.

" _ **Until next time**_ ", Scáthach said as she ascended upwards.

"So what's next?" Vampi asked.

"This", Sonja said between pulling up Peter's mask and kissing him. This causes a few people to gasp at them. Shocked at first Peter decided to wrap his arms around her waist deepened their kiss.

"Lucky bastard", Johnny said glaring daggers at Peter while Ben smiled and gave Peter a thumbs up. Logan growled a it but was stopped by Storm who leaned on his shoulder. Carol, Jess, and Wanda cooed while Betsy smiled a bit. Soon enough, the two separated and smiled at each other.

"Who doesn't love a happy ending?" Vampi asked.

* * *

 **Elsewhere**

Purgatori was watching everything about the fight between Peter and Sonja and glared. "Easy Purgatori, the Spider-Man and Sonja will be ours to do with as we please", a voice called out. Purgatori looked over to see Kulan Gath walk forward to her.

"Why are you here?" Purgatori

"That's a stupid question. I've come to help and form an alliance", Gath said. "The question you should be asking is how are we going to draw her out?"

* * *

 **Peter's Apartment**

It had been since the fight and things were starting to wind down. Logan and his group went back to the Jean Grey School while Ben and Johnny went back to the Baxter Building. The others stayed at Avengers Mansion for a while before to head home. Vampirella left earlier and explained that she had to go deal with something for a bit so she'll be gone for a few hours. Peter and Sonja had went back to the apartment to rest a bit as a result.

Peter was exiting the bathroom after taking a shower and went into his room. The moment he entered he was met with Sonja who was naked. "It's about time you got Spider", Sonja said with a smile.

"What are you doing naked?" Peter asked.

"Don't you remember? You were able to best me, therefore you get to lay with me", Sonja said as she got off the bed and removed the towel around his waist revealing his erect member. She pressed herself onto him and slowly kissed him.

"You sure want to do this now? I don't want us to rush this", Peter said.

"Yes I'm sure. I want this", Sonja said as she kissed him again. Peter kissed her back as a result and wrapped his arms around her waist. The two walked forward to the bed. Peter gently laid her down on the bed as she guided one of his hands towards her breasts.

 _'Not sure if she would know about foreplay but I think I'll skip that'_ , Peter thought to himself. Peter and Sonja separated before Peter lined himself up to her wet womanhood. Slowly he entered into her and began to thrust softly into her. Sonja moaned as this happened as she wrapped her arms around his neck. Peter started go move faster causing her to orgasm a bit.

"Yes Peter keep going, right there", Sonja said as he continued thrusting into her. Sonja unconsciously wrapped her legs around his waist as if to keep him from leaving her knowing full well he'd never leave. Peter kissed Sonja again as he continued on.

Soon enough Sonja flipped herself and Peter over. Now she was on top of him and he was at the bottom. Sonja started to bounce on top of pelvis while Peter held on to her waist.

"Sonja you're going to make me cum", Peter said.

"Oh no you don't. Not just yet Peter", Sonja said as she continued bouncing on top of him. Peter reached and grabbed her large breasts lifting himself up and began sucking on her nipples. This act turned Sonja on and she started bouncing harder on top of him.

Sonja proceeded to push him back down onto the bed and try to smother her in her breasts. This gave Peter an opportunity to thrust upwards into her. Sonja felt this screamed into arousal as she started to bounce on him as thrust into her. The two wrapped their arms around each other as they passionately kissed.

Soon enough Peter lifted them selves up and stood up were thrusting into her. He held her legs up while her arms were still wrapped around his neck. Nothing but the sound of flesh hitting flesh could be heard throughout the place. Peter started to move a bit faster and harder causing her to orgasm again and yell out in arousal.

"Sonja I'm going to cum", Peter said.

"I know", Sonja said. "Go on and do it inside me".

Peter laid her back down with himself on top of her and continued to thrust into her as much as he could just as Sonja held onto him. Soon enough Peter came inside of her with Sonja screaming once again. Once she stopped Peter fell to the right side of her to catch his breathe. After a few minutes Sonja spoke.

"That was amazing", Sonja said.

"Thanks", Peter said.

"Can we do that again?" Sonja asked a smirk on her face. Peter's answer was to kiss her as he moved her on top of him. It seemed as though Peter and Sonja wouldn't be getting much sleep tonight, not that they were complaining.

* * *

 **Epilogue**

Diana, Dinah, Karen, and Zatanna were standing on the device that would teleport them all to the Marvel Universe. The four were waiting for another person to come with them. "How much longer will it take her to get here?" Zatanna asked.

"She'll be here, she had to go take care of some person business first", Dinah said.

As if on cue a woman with dark skin and short brown hair ran towards the others with a bag in her hand. "Sorry I'm late! I had to take care of something", the woman said.

"No problem Mari, you're just fine", Karen said.

"We'll be heading over Avengers Tower first and talk to Captain America about what's been going on", Diana said.

"And then we go to see Peter?" Mari asked.

"Yes, then we go to see Peter", Diana said.

 **Next time Peter and Sonja talks to MJ, plus Peter gets answers from Sable. I had decided to wait until the next chapter to have the talk between Peter and Sable. Also I originally planned to post this Saturday but the site was down so I couldn't finish up.**


	19. Revelations

Hey everyone! Sorry for the wait but I've been busy with my other stories (trust me, I will post chapter nine of Twelve Wives two weeks from now). Either way, I'm back on this story so enjoy!

 **Blobking** : Peter will meet them but that will be after next chapter.

 **gunman** : Thank you.

 **Spawn Hades** : Oh trust me, that's like supervillain rule #1: never trust other villains. It will be a short-lived alliance between them.

 **Ace0-Spades** : Thank you!

 _ **Lemon in this chapter!**_

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 19: Revelations**_

In an unknown area, a figure in green clothing sat in a large mechanical chair pondering what he should do. "All of time will be broken because of the so called actions of Wolverine from another universe. More importantly though, the Spider-Man will need to defeat this threat that is not from his world", the man said.

The man sighed as he pressed a button on the left arm rest. several images appeared on screen and saw several different events on them take place. He saw one event that had a teenager struck by a beam of energy with Peter in the background. He then looked at a different image of a man with a smirk on his face as he sabotaged Peter's machine.

"I had to distort the events of that time period and forced the Avengers to form their Unity Division far sooner than expected but I had to do so, besides the Parker child will need his allies in the time to come. The next objective is to deal with Tyler Stone and his attempts to sabotage Horizon Labs... with a twist". With that the man teleported away in his large mechanical chair.

* * *

 **with Sable**

Inside of a room was none other than Silver Sable who was staying at a hotel. Sable was currently talking on her phone to someone. "Yes, I will be away from Symkaria for a while", Sable said. "A few of my enemies believe that I passed away during the time Octavius tried to kill us all. I'd be a fool to not use that to my advantage and not take them out".

" _Well until you get you back I'll take care of everything for you_ ", someone said through the phone.

"Thank you, I'll see you when I get back", Sable said before hanging up. Just then someone knocked on the door and Sable went to go check. The moment she opened the door she saw Spider-Man on the ceiling. "Why are you up their?"

"It's what I do besides I snuck into the building without anyone knowing", Peter said as he flipped back down and entered into the room. "You never told me what happened to Rhino".

"You came to me yesterday to find out", Sable said.

"Yeah I know", Peter said. "I was... busy yesterday". The memory of his love making session with Sonja came to mind. He decided to press forward with Sable. "So please would you mind telling me happened?"

"Alright, I'll tell you", Sable said as she sat on a bed and sighed for a bit. "It happened right after I told you to stop Octavius..."

 **-Flashback-**

 _Rhino was pressing Sable down even deeper under water. "Too bad Spidey ain't here to save you Sable", Rhino taunted as he held her down. Sable was trying her hardest to escape from his grasp but to no avail. Soon enough Sable started to lose consciousness._

 _'Is this how I die?' Sable thought to herself as her eyes started to close._

 ** _No it isn't._**

 _Sable's eyes shot open when she heard a voice say that. Soon enough Sable felt a jerking sensation as she was lifted up and thrown against a wall. She started to gasp for air as she was getting back up, free of Rhino's grasp._

 _"You bitch who do you think you are?" Rhino yelled. Sable turned her head to see that Rhino was confronted by a woman with white hair._

 _ **You're worst nightmare**. The pulled out a sword and just as Rhino attacked she jammed her blade through Rhino's horn... which in turn went through his skull. Sable's eyes went wide as she placed her hands over her mouth. The woman turned around to face Sable and smiled. **Don't be so saddened he was going to destroy the world. Look on the bright side he gets to be with his beautiful wife Aksana**._

 _"W-what are you?"_

 _ **The Queen of the dead and dying**. The woman said before she turned around and started walking away. **Also if you see Spider-Man, tell him we'll meet sooner than he thinks**. And just like that she teleported away._

 **-Flashback End-**

Peter was wide eyed at this. "This woman killed Rhino and saved me just so I could tell her she'll meet you one day. Do you know who this person is Spider-Man?" Sable asked.

"I don't know her name but I have spoken to her", Peter said.

"What did you do to her?"

"Honestly, nothing", Peter said. "She stated that she and I were opposites and while I haven't done anything to her, she feels that I am a threat to her. I have no idea as to why that is but I'm going to find out why".

"Are you sure that you'll be fine?" Sable asked.

"Yeah, I'll be fine", Peter said with a reassuring smile. "I have allies that can help me".

"I hope so Spider", Sable said.

"Well I better get going but before I do, here", Peter said as he gave her a device. "That device will allow you to contact in in emergencies. If you ever need my help let me know".

"I'll keep that in mind, thank you", Sable said. With that Peter opened the window to her window and jumped out swinging away.

* * *

 **Elsewhere**

In an unknown area, Purgatori and Chastity walked into an open room with monsters on their right and left sides all glaring at the two women. The two stopped in front a large figure that was sitting on a throne. "I hate this guy", Purgatori whispered.

"Same here", Chastity said in a whisper. The two then proceeded to kneel before the figure. The figure within a matter of seconds slowly stood up.

" _ **Purgatori and Chastity, I'm disappointed that you two could not kill a simple insect**_ ", the figure said in an intimidating voice. " _ **Why have you not done so?**_ "

"The Spider-Man is a lot stronger than he looks. We underestimated his abilities and caught us off guard", Chastity said.

"Yeah, you said he was easy to kill abut apparently he wasn't!" Purgatori said sternly.

" _ **Imbecile! Killing a simple spider should not have been hard at all especially for a goddess!**_ " the figure said equally stern as well as he stood up.

"Then why don't you get off your lazy ass and you fight him YOU FUCKING ASSHOLE!" Purgatori yelled out in rage and stood up with her claws and fangs ready to attack. The monsters got up and surrounded the two also ready to attack.

"Hey we are not here to fight!" Chastity said with a glare at Purgatori. "Apologies sir but the Spider-Man is a far more capable than you think. We do have a plan to take him out, we just need more time". The monsters took a step forward but the figure motioned for them to stand down.

" _ **Fine I'll give you more time. I care not how you do it but make sure that "she" does not get to him first. However should you fail I will entrust this task to someone else and deal with the two of you myself**_ ", the figure said as sat back down.

"Of course sir", Chastity said as she and Purgatori turned to leave. Before exiting the room the figure spoke.

" _ **Purgatori, I'd remember who I was talking to if I were you**_ ", the figure said. " _ **Next time I might fry you for your arrogance**_ ". Purgatori's response was a simple growl almost inviting the challenge. Once the two left the room Purgatori made a portal with magic and entered into it.

"You don't trust them do you?" an elderly woman in battle armor approached the figure.

" _ **Of course not. They will slip up and when they do, my best fighter will hunt them and the Spider down**_ ", the figure said smiling an evil smile.

* * *

 **Avengers Mansion**

At Avengers Mansion, Sonja was telling the other ladies there about her tryst with Peter. The ladies there were Wanda, Janet, Vampi, Carol, Jess, and Betsy. Needless to say they were all in shock.

"No way!" Carol said as she, Jess, Janet, and Wanda went wide eyed. Vampi on the other hand had been smiling and giggling the whole time.

"Five times?! You and Spider-Man had sex five times last night?!" Janet asked still in shock.

"Well yes", Sonja said with a content smile. "I'm sure most people have sex as well".

"Yeah but not five times!" Jess said.

"It must have been a long time coming, huh?" Vee asked with a smile.

"Indeed it was", Sonja said.

Just then a beep came up on Carol and Jess' communicators. "Sorry ladies but we have to go", Carol said.

"Cap is calling us", Jess said.

"Alright be careful", Jan said as the two began to leave. Just then Carol and Jess got to the door and were met by Peter as they opened the door. The two smirked at him.

"You Mr. Parker are a monster", Carol said with a large grin.

"W-what? What'd I do?"

"Not what you did but who you did", Jess said with an equally large grin as the two ladies laughed while they were leaving. Peter's eyes widened at that comment.

"Oh man", Peter said. Peter went inside to find Sonja, Vampi, Wanda, and Janet. Vampi could immediately smell that Peter was there and smirked.

"Well if it isn't the conquering hero himself", Vee teased. This caused Jan and Wanda to look to Peter. Jan grinned while Wanda turned her head trying to hide a blush.

"Oh great just what I need", Peter muttered to himself. "Sonja, why did you tell them what we did?"

"What were you embarrassed?" Sonja smirked knowing full well that he enjoyed himself as much as she did.

"No! It's not that, it's just... I... uh..." Peter groaned to himself as he had nothing to say as Vee and Jan giggled at him. "Either way, Sonja, I called MJ and wants to meet us".

"Really?" Sonja asked.

"Yes, she is and we need to talk to her anyways since we need to talk about these memories", Peter said.

"Alright then, that's fine with me", Sonja said.

"What about me? I want to see her too", Vampi said.

"Sorry Vee, but only Sonja and I will have to talk with her today", Peter said causing Vampirella to pout.

"By the way Webs, Steve said that the Justice League is bringing your new roommate tomorrow night", Jan said.

"Oh boy", Peter said as he dropped his head.

"Wait what's wrong with her?" Wanda asked.

"It... it's nothing important right now", Peter sighed before getting up. "Besides we had better get going". With that the two decided to leave Avengers Mansion and head to their next destination.

"Well then I had better get going", Vee said.

"Go where?" Wanda asked.

"Home I want give Peter a little gift", Vampi said.

* * *

 **MJ's place**

Peter and Sonja arrived at MJ's place where Peter knocked on the door. Soon enough the door opened and were by the smiling redhead. "Hey everyone, come on in", MJ said.

"Gotta admit MJ, this is a nice place", Peter said.

"Thanks, I had just cleaned some of the stuff here", MJ said before working over to the women. "You must Red Sonja, Peter has told me a lot about you".

"What kinds of things?"

"Just good things. He thinks you're cute when you smile", MJ said. At this Sonja got flustered as her face started turning red. MJ noticed this and giggled a bit. "He also told me about the memories that you two have been having".

"Well yes. Apparently we must've met before and don't remember why", Sonja surmised. "I believe it has something to do with my enemy Kulan Gath".

"Well tell me exactly what you both remember", MJ said.

"Well I remember you and I being together, a magic sword, Sonja appearing, Venom, a large crowd, and Gath with attached to him", Peter said.

"I remember appearing on top of a bridge, fighting Spider, knowing his name, destroying Gath's amulet, and... a kiss", Sonja said.

"Okay, it seems you two met each other, fought against one another, teamed up, and probably defeated Gath", MJ said. "Totally a speculation here but maybe Gath cast a spell on the both you after you both defeated him".

"Well of course he would have but when? Last I remember, I've know the Spider for a long time so how could I just forget? How could our memories just now start to come back?" Sonja asked.

"Speaking of which, MJ have you had any weird memories come to you as of late?" Peter asked.

"Honestly no, I haven't had any memories come to me", MJ said.

"Hmm, then we'll likely have to demand answers from Gath himself when we meet him", Peter said.

"Yes, and the moment we have our answers I cut the vile villain's head off", Sonja said.

"She's lively isn't she?" MJ asked.

"Yeah, she is", Peter said.

"Well since you're both here about having something to eat", MJ suggested causing the two to agree.

* * *

 **at Peter's place**

It had been an hour since they met MJ and now, Peter and Sonja had arrived home just as it was becoming nighttime. The two walked into the room where Peter discussed to Sonja what happened with Silver Sable. At this Sonja spoke. "So the person after you is also killing your enemies".

"Seems like it", Peter said. "She's likely doing this to make sure that no one stands in her way".

"If that be the case then we have better let the others know what's going on", Sonja said.

"Way ahead of you", Peter said with a smile. "I already informed Cap and Tony about what Sable said to me".

"Good, well then I had better go take a shower", Sonja said.

Sonja left for the bathroom, grabbing a towel from a nearby closet before entering into the bathroom. Peter decided he was going to crash in his and went into his room. When he entered he found Vampirella waiting for him... completely naked. "Vee, what are you doing?" Peter asked. Soon enough Vampi got off the bed and walked over to Peter.

"Well, I thought that ever since the Ock situation we haven't had another moment and I thought that it was time we did", Vampi said. "Besides, hearing what you did to Sonja earlier has me kinda horny and I think you should help rectify that issue". Suddenly she reached and grabbed Peter by the face and slowly kissed him on the lips.

"Wait Vee, Sonja is in the shower", Peter said tried to get out.

"Peter relax, it's fine trust me", Vee said as she continued kissing him. Soon enough Vampi grabbed the edges of Peter's shirt and ripped it in half before pushing Peter on to the bed. Peter had removed his pants and Vampi crawled on top of him.

Vampi started to push her breasts into Peter's face tempting him while Vampi was rubbing her nether region on Peter's hard manhood. Peter then gave in and grabbed her breasts and started sucking on them causing Vampi to moan. Using his tongue Peter began teasing her nipples licking the area around them.

Vampi couldn't take it anymore and grabbed Peter's hard member and lowered herself on to it, slowly sliding down his shaft and entering it into her wet entrance.

Vampi sat upwards and started bouncing on top of him making Peter groan. Peter decided to hold onto her hips as she did this before beginning to thrust upwards into her. "Gahh, fuck Peter that feels good!" Vampi groaned she continued riding Peter.

Vampi leaned forward and kissed Peter on the lips as he continued thrusting into her. Soon enough Peter pulled out of her and moved Vampi off of him. He mounted her from behind and began thrusting into her again much to Vampi's pleasure and excitement.

"Yes, Peter keep going!" Vampi said.

"Not so loud Vee", Peter said grabbing her by the waist.

"I know but shit you fuck me so good", Vampi said with a smile on her face. Soon enough, Vampi leaned upwards allowing Peter to grab around her waist. After a few more thrusts Peter reached up and grabbed her breasts again.

Soon enough, Vampi forced Peter back to the bed as she began bouncing on him again. Peter groaned as she was using every bit of strength to work him over. Peter reached and continued grabbing her breasts while thrusting into her.

Vampi started to slowly grind on him for a moment before moving fast almost as if she twerking on Peter. After a while , Peter couldn't take it anymore and pulled Vampi on to the bed and got on top of her thrusting into her harder than before. Vee wrapped her arms around his neck while wrapping her legs around Peter's waist just as was thrusting into her. Soon enough Peter spoke.

"Vee, I'm going to cum", Peter said.

"Go right ahead", Vampi said. After five violent thrusts into her, which caused Vampi to start clawing his back, Peter came inside of her. Peter moved to the her left side of the bed with the two panting for air. "Best... sex... ever".

Just then, a voice spoke out. "Unbelievable, and to think that you two would this", Sonja said.

"Sonja, I can expla-", Peter tried to explained but was cut off.

"Without me!" Sonja said.

"EH!" Peter said bewildered before Sonja ran over and jumped on top of him, her boobs landing directly on his face. It seems that Peter will not be getting much sleep tonight.

 _ **-the next day-**_

Peter was waking up and started stretching. "Best sleep I have had in years", Peter said to himself. At that moment, he found that Sonja and Vampirella were still asleep. I better get ready for work. I don't want to wake up the girls". Peter tried to get out of bed but was pulled down by Vampirella.

"Good morning Peter", Vee said.

"Good morning Vee", Peter said. "How are you feeling right now?"

"I'm feeling fine thank you for asking", Vee said. "What I want to know is how you are so good in bed?" The flirtatious atmosphere died when Sonja spoke.

"Would you two please stop? It's too early in the morning for this", Sonja said.

"Right, sorry Sonja", Peter said as he got out of bed. "I better get ready for work".

"You just have to ruin a good time don't you?"

"Also we're having spaghetti for dinner tonight", Peter said. This caused Sonja to beam with a wide grin while Vee smirked and shook her head.

"Alright, have a good day at work", the ladies said. As Peter was leaving a news report aired.

" _-all the members of the Sinister Six where detained however Quentin Beck aka Mysterio escaped from SHIELD custody and still remains at large-_ "

 _ **-later that day-**_

Peter was on patrol as he was catching a criminal when a light flashed and grabbed his attention. "Okay let's go check it out", Peter said. Soon enough he entered into the building where the light came from and saw a device that was on with purple-pinkish energy emanating from it. "Huh I wonder who was using this". Soon enough he found and picked up a glass bowl before his brain clicked remembering an certain enemy. Before he could say anything though his spider sense blared and dodged the incoming attack.

"Die Spider-Man!" came the voice of Quentin Beck aka Mysterio.

"Mysterio what are you doing? I thought you were in prison", Peter said.

"Didn't take much to escape!" Mysterio said only to be kicked back by Peter.

"You know how this ends Beck: I always beat you", Peter said as was walking over the Mysterio. Mysterio grabbed a nearby gun and fired a single shot. Peter was able to avoid it however the device was hit.

"Nooo!" Mysterio yelled.

"Haha, you missed", Peter teased as he webbed Mysterio up. Soon enough the device started going crazy and the vortex opened up and started pulling Peter towards it. "Oh come, I promised the girls spaghetti tonight". Soon enough Peter closed his eyes as he was swallowed whole by the energy.

* * *

 **Elsewhere**

Peter ended up opening his eyes to see that he was in New York but it was daytime. "I'm pretty sure it was late in the afternoon when I was on patrol", Peter said. "Either way better investigate". Suddenly Peter heard a scream and went to where it came from. "Great now what?" Peter began swinging and found two men harassing another man. Peter swooped in and kicked the assailants before webbing them up. Peter went to guy who was being attacked and helped him up. "You okay sir?"

"I was trying to play pool when assholes jumped me", the man said.

"Well they're tied up at the moment so you'll be fine for now right?"

"Wow", the man said. "No offense but that suit is in terrible taste".

"Excuse me?"

"I mean I appreciate you saving me but that was Peter Parker's suit. You really shouldn't be wearing it",

"Wait what?!" Peter asked in shock.

"Well I better get going. Thanks again sir", the man said as he was leaving.

At this Peter took off swinging again. _'Okay think, how does he know who I am? More importantly does everyone know who I am? Also, is my suit really in bad taste or something?'_ Peter thought to himself. Soon enough a figure appeared in front of him. "No way", Peter said in astonishment as he looked at the person in front of him.

"No way", said the kid in a black and red Spider-Man suit. This was the second Ultimate Spider-Man, Miles Morales.

 **Next time the Spider-Men meet and fight together. Plus the Peter meets the new roommate.**


	20. Spider-Men

**Cabrera** : I can tell you now it is not Gwenpool. Also, I don't know why they haven't met in the comics.

 **Ghost writer** : Trust me it's going to get even better.

 **Blobking** : The portal sent Peter to the Ultimate Universe.

 **Spawn Hades** : Peter will do more then just that. Just wait until Miles returns in this story he'll get a harem of his own.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 20: Spider-Men**_

Mysterio moaned as he was getting back up when he screamed out in realization of what had just happened. "Oh no, no, no!" Mysterio yelled. "He didn't. He did. Why Spider-Man? Why is it always Spider-Man?!" At this Mysterio began to search the ground for his computer before he began typing. "Show me what happened".

Soon a video of what played for Mysterio to see. Mysterio watched as Spider-Man was swallowed whole by the swirling vortex of energy. However, this made Mysterio worried by what happened and he placed his hands at both sides of his face.

"No", Mysterio said to himself. Soon he grabbed one of his helmets and activated an avatar to send through the vortex. "Time to make sure that Spider-Man is never seen or heard from again". With that the Mysterio-avatar walked through the vortex to find and kill Spider-Man.

* * *

 **Earth 1610/New York**

Peter was now standing on a rooftop staring at the other younger Spider-Man that was in front of him and staring right back at him. "Okay, uh, who are you?" Peter asked.

"Who am I? Who are you?" Miles asked. "And why are you wearing Peter Parker's suit?"

"Hey I asked you first! Also, how does everyone know my identity?!" Peter asked.

"Wait are you Peter Parker?" Miles asked. When Peter didn't give a response Miles continued. "Oh my God, you are Peter Parker! But I saw you fight the Goblin, how did you come back to life?!"

"Fight the Goblin?! Come back to life?!" Peter asked. "Oh no". At this Peter fell back on his butt on the on the roof.

"What's wrong?" Miles asked as he walked towards Peter.

"I'm not the Peter Parker you know", Peter said.

"What do you mean by that?" Miles asked.

"It means I'm not from this Earth. I must've traveled from my Earth to here because of Mysterio's device", Peter said.

"Mysterio? You mean the guy from Youtube?" Miles asked.

"I need to find a way to stop him and get back home, besides I promised two women that I'd make spaghetti for them", Peter said.

"Then let me help", Miles said.

"I appreciate it kid but I don't even know you", Peter said. At this Miles to see if anyone was looking before he slowly took his mask off to reveal himself.

"My name is Miles Morales and I am Spider-Man", Miles trailed off.

Peter decided to take his mask off and reveal himself as well. "I'm Peter Parker, the Amazing Spider-Man from another Earth. It's nice to meet you Miles Morales". At this, both Spider-Men shook hands. Soon after both Spiders put their masks back on before Miles turned to a facility on the ocean.

"I guess we should go by the SHIELD Triskelion first. Nick Fury would want to know about you", Miles said.

"Good idea. We had better get moving", Peter said.

 _ **-Triskelion-**_

It had been a while before Peter and Miles got to the Triskelion, the headquarters of SHIELD. The person that got them there was Nick Fury, a different Nick Fury. To say that Fury was shocked was an understatement. Fury originally thought Peter was either a cos-player pretending to be the Peter he knew or a clone with his memories. However, he changed his opinion after noticing that Peter was taller than the Peter he knew.

Peter had told Fury everything that happened to him and why he's here. The moment Peter finished "So you're in our universe after that explosion when Mysterio shot the device he was using?" Nick asked.

"Yeah that's about it", Peter said.

"Alright I believe you", Fury said.

"Really, just like that?" Peter asked.

"Of course, only a Peter Parker would get into a situation like", Fury said. "I can get some of my people to work on finding out where Mysterio can be located".

"If you want I can help out with locating Mysterio", Peter suggested.

"Thank you but we can handle it", Fury said. "It's not because we don't think you're smart, our Peter was just as intelligent as you are, but because You've probably been a lot and you should relax a bit".

"I understand and thank you", Peter said.

"Hey so do you have a Nick Fury in your world?" Miles asked.

"Yeah we do but he's different", Peter said.

"How so?" Fury asked.

"He's white", Peter answered.

"Sorry to ask", Fury said with a slight chuckle.

"So what should I do in the meantime?" Peter asked.

"We can show you to your aunt in this world", Fury said.

 _ **-Forest Hills-**_

Peter and Miles were given a ride to the house of this world's Aunt May by Nick Fury. Before everything started, Fury met with the two first and told them about the Peter Parker from another world that is currently here. Saying that they were shocked after seeing Peter was an understatement. Hell, Aunt May fainted after he took his mask off and she saw that he looked like an older version of her deceased nephew.

A little while later, May began to slowly wake up as she faintly heard voices talking. She began walking upstairs to find Peter, Miles, and Gwen upstairs as they were talking with Peter getting information about this universe.

Right now Peter was in complete shock after learning that most of the X-Men and other heroes that he knew in his world were dead in this universe. Wolverine, Cyclops, Nightcrawler, Beast, Dazzler, Angel, Daredevil, Doctor Strange, and Professor X were gone... all because Dr. Doom making Magneto pissed at the world.

"Wow, I know Magneto was the wrong person to piss off but this is just genocidal, even for him", Peter said.

"True but he's dead too so he won't be doing that ever again", Gwen said. "What is Magneto like in your world?"

"Basically the same but has a tendency to jump between being hero and villain with a justifiable cause", Peter said. "So tell me, you live here with May?"

"Yeah, my dad died and my mom... abandoned me so Peter, the other Peter, and May took me in", Gwen said.

"Wow, it's just amazing. The differences...", Peter said to himself.

"Well what about me? Do you have a me in your universe?" Gwen asked nervously.

"Yes", Peter said.

"Well what am I like in your universe? I am cool? Are you dating her?" Gwen asked.

"Well she's just as cool just you know older but I'm not dating her although we used to", Peter said as memories of his Gwen came to mind.

"You're dating MJ, aren't you?" Gwen asked with an uninterested look.

"Is there an MJ here?"

"Oh you better believe it", Gwen said with a small smile.

"Is she a model yet?"

"A model?"

"Yeah she's kind of a supermodel in my world", Peter said.

"A SUPERMODEL?! Are you kidding me? If she gets to be a supermodel what happens with me?!" Gwen asked incredulously.

"... I don't think we should be talking about all of this", Peter said as he turned to see May standing there behind Gwen with an unsure expression. "Hey, are you okay?" May didn't answer as she was still conflicted and unsure about about everything.

"May May May, there are other worlds! Other universes! There are other worlds of you and me! And Peter's totally alive. It's really him", Gwen said excited about it all.

"We-We don't know that", May said.

"Oh it's him", Gwen said.

"We don't know that Gwen", May said.

"It's him", Miles said as he was tinkering with the Web-Shooters that Gwen gave him.

"So y-you're staying here?" May asked.

"Not really, I came here by accident and have to get back to my world", Peter said. "I'm sorry I startled you and Gwen like that had I given it five minutes thought I wouldn't have".

"Do you have a me where you're from?"

"Yes of course, you raised me. You and Uncle Ben", Peter said.

"I wonder if there's a me where you come from", Miles said as he was tinkering with the web-shooter and accidentally shot out some webbing. "Oops".

"Is Ben alive too?" May asked.

Peter lowered his head a bit. "No he's not. But he's the reason why I do this", Peter said as he looked back up. "When I first got my powers I could have saved him but I didn't. I do what I do the way I know he would have done it if he were in my shoes. With great power..." Peter would've finished but May finished it for him.

"... comes great responsibility", May said.

"Yeah", Peter said with a small smile.

May's eyes began to water as she looked at her nephew from another universe. "Oh my god, it is you. Look at you", May said as she hugged him with tears streaming down her face. "We lost you. We lost you and we didn't get the chance to say goodbye. But you're here, you're okay".

Gwen and Miles looked on happy at this reunion. The two separated from each other with content smiles before Peter asked a question.

"Did your Peter tell you that he was Spider-Man before he died?" Peter asked.

"Yes he did", May said.

"We knew for a while", Gwen added.

"Did the world know?" Peter asked.

"No. the world found out after... you know", Gwen said. "The only people who knew were us and MJ... and Norman Osborn..."

Peter scowled at the mentioning of his name. "Osborn..."

"And Kitty Pryde", Gwen said with a smirk on her face. This caught Peter's attention as his scowl was replaced with surprise.

"Kitty Pryde?"

"Oh yeah, you and Kitty were a whole thing", Gwen added as her smirk became a large grin.

"Kitty Pryde of the X-Men?"

"Yep".

"The X-Men?"

"Yep".

"We dated?"

"Oh yeah". Gwen was now giggling at his expression.

"Okay now I have like a million more questions to ask", Peter said.

"You think you do, how about us?" Gwen said. "May he says that MJ becomes a supermodel! Explain that one to me!"

"Gwen focus", May chided jokingly. All the while this was going one Miles spotted a redhead girl in the doorway.

"Oh my god", a voice said. This caused everyone to turn to see Mary Jane standing there. "You look just like him".

"Hey, MJ", Peter said leading to MJ to run over and hugged him. MJ cried her eyes out as Peter hugged her. "Sorry to just appear out of nowhere and just cause you heartache. That wasn't my intention".

"That doesn't matter", MJ said as she lifted her head up to show that she was smiling a bit. "I'm just happy to know that a version of you' is just fine". Peter smiled at that along with everyone else.

A while had passed and Peter recounted some of his own fights from his world including beating the Juggernaut, Magneto, and Kingpin. The last one actually made them all happy noting that their Peter had a huge problem with Kingpin.

Sometime later, a limousine with the SHIELD logo appeared. Miles saw this motioned to the others. "Guys, Fury is here", Miles said. They all went downstairs and opened the door where Fury stood there.

"It's time to go now", Fury said.

"I guess so", Peter said before turning to Aunt May. "I change mind, I'm glad I came here". May smiled before she hugged him again. He soon turned his attention to Gwen who was giggling along with MJ. "Take care of May for me".

"Done", Gwen said as she playfully punched his elbow. Soon enough she hugged Peter as well.

"Be careful", MJ said. Peter smiled at her before responding.

"Of course I will", Peter said before he hugged her.

 _ **-Triskelion-**_

Peter and Miles walked back into the building with Fury into a room full of monitors and videos playing where they see an alternate version Tony Stark. "Tony Stark, Peter Parker", Fury introduced.

"Nice to meet an alternate version of our Spider-Man, or are you an illusion created by this Mysterio?" Tony questioned.

"Trust me Tony, I'm real", Peter said.

"Wait you know me?"

"I know a you", Peter said. "Although, my Tony stopped drinking a while back".

"I'm beginning to like your version better", Fury commented.

"I'd stop drinking if you'd stop dropping impossible equations of interdimensional travel onto my lap", Tony said. "If I could find this Mysterio I could, maybe, find a way to put this all together. I don't even know where the break point for the dimensional loop started because I don't know where this Mysterio is starting it from. It could be anywhere!" While this was going on Miles looked at the monitor and saw something familiar about it.

"Hey, I know this", Miles said getting everyone's attention. "I know that building. That's in Brooklyn".

"What building?" Fury asked. Miles pointed at the building on the monitor.

"That tiny light over Mysterio's shoulder, out the window. I know the building. I can see it from my room at home", Miles said.

"Nice job Kid", Fury said as he got on his phone and called someone. "This is Fury. Code name One eye eagle. Code white. Full batalion. I need... everything". Moments later Fury, SHIELD, the Ultimates, Miles and Peter mobilize to find Mysterio's base.

* * *

 **with Mysterio/Earth 616**

Quentin Beck had been scanning through the other world and had not found Peter at all. This was starting to frustrate Mysterio as his Avatar came back to the base. "Ahhh, where is he?!" Mysterio yelled as he checked monitor for Peter. "I should just turn the device off and leave him trapped there just to get rid of him". Mysterio went to turn the device off when he had webbing sprayed on him and he was yanked towards the device.

 _ **-Earth 1610-**_

Mysterio landed on knees as he looked to two Spider-Men, the Ultimates, and SHIELD agents standing in front of him. "Surprise!" Peter called out.

"It's your super villain retirement party!" Miles added.

"Good one", Peter said to Miles. Mysterio tried to escape through the portal but was stopped by Peter. "Come on, Mysterio! We went to all the trouble to figure out where your lab was, waited for you to open your little portal so we could surprise you. The least you could do is stick around and poop your pants in front of us so we can all have a laugh".

"NOOOOOOO!" Mysterio yelled as he broke free from Peter and went pressed a button. Soon enough explosions went off around the building giving Mysterio enough time to punch Peter. "You didn't think that I'd be ready for anything you have did you?! I will always ten steps ahead of you! Now you have this!"

Mysterio dropped to objects that released a gas that started to effect the minds of everyone present. Everyone saw what they feared the most. Tony saw the Ultimates defeated and dead, Fury saw New York destroyed, Peter saw his Aunt May murdered by Doc Ock and the Green Goblin, and Miles saw his parents murdered by his uncle, the Prowler.

"Gah! What is this?!" Fury screamed.

"Mysterio has crazy chemical agents that make see and feel your worst fears. Push past it, don't let it get to you", Peter said. Miles was getting himself back together when he saw Mysterio headed for the portal. So Miles did the only logical thing: He tackled Mysterio through the portal. "Kid!"

 _ **-New York/Earth 616-**_

Miles and Mysterio ended up back in Mysterio's secret base where Miles was pushed off of him. Miles was getting back up when realized that he was in Peter's universe. Mysterio took this chance to attack Miles from behind forgetting that most Spider-Men have a Spider Sense.

"Hey not cool dude! It's not everyday I get to see a different world", Miles said.

"Shut up! SHUT UP! Now I have two of you! I can't take it! I can't take two of you!" Mysterio yelled as he continued to try and hit Miles. He soon realize that Miles disappeared. "What just happened?" He frantically looked around to find Miles but couldn't find him. "I don't like this".

Miles suddenly appeared. "Well you're probably not going to like this either". Miles then proceeded to kick Mysterio back through the portal.

 _ **-New York/Earth 1610-**_

Miles and Mysterio came back and Peter punched Mysterio in the face before Miles touched Mysterio's neck. Mysterio tried to get back through the portal. "No! No this isn't how this-Nyyaaaagghh!" Mysterio felt like he was being tasered from the inside out before falling unconscious.

"What was that that?" Peter asked.

"What my Venom Blast? You don't have that?" Miles asked.

"Man I wish. Why does every other spider person get cool new power than me?" Peter asked before turning to Fury. "Thank you for helping me catch him".

"No problem but I'm gonna assume that where you come from, on one knows Peter Parker is Spider-Man", Fury said.

"Yeah?"

"Then I think he's better off here", Fury said.

"Yeah that would help me out a lot actually", Peter said.

"You're welcome", Fury said.

" _Uh Webs, you might want to go home now. According to my reading that portal is damaged, unstable, and beginning to close in on itself_ ", Tony said.

"Gotcha, before I go..." Peter said before he walked over to Miles.

"What, what's going on?" Miles said.

"Miles, I'm going to be honest, being Spider-Man can and will be hard. There will be moments where you will have to make hard choices that will effect your relationships with others. However, even when the going gets tough, you must never give up and keep fighting on", Peter said. "Understand?"

"Yeah, I understand", Miles said.

"Also, if you find yourself in a relationship with three or more women and they all know about each other and are alright with that, be careful because there can be a lot problems", Peter said.

"What's that suppose to mean?" Miles asked.

"It just meas be careful", Peter said as he placed his hand on Miles' shoulder. "More importantly thank you, for keeping the legacy of Spider-Man going".

"Wait so does this mean I have..." Miles trailed off a bit before Peter answered.

"My blessing? Absolutely", Peter said making Miles smile under his mask. With that said and done Peter walked through the portal. "Let's meet up again some other time, kid!" And just like that Peter was gone.

"You got his blessing kid. You earned it. Now your gonna have to keep earning it", Fury said.

"Right", Miles said.

* * *

 **Back in Earth 616**

Peter swung as fast as he can and made it back to his place where he arrived at the door. Before he could knock, the door opened and he was met with Vampi who looked a little disappointed. "Vee, I understand you and Sonja are probably mad but look I can explain".

"Okay, explain", Vampi said. Peter entered into the apartment. Peter began to tell everything about Mysterio, the other world, Miles Morales, his counterparts and everything else that happen. He also showed them the photo of him with Miles, Gwen, and May to prove his story was true. Needless to say Vampi and Sonja were shocked by this and spoke ten seconds after Peter spoke. "That must've been some adventure".

"Indeed it was", Peter said.

"Wow another universe", Sonja said.

"To be fair, I should let you know that I'm from another universe myself", Vampi said.

"Wait you are?" Peter asked. Before he could ask anymore questions, the door bell rung and Peter went and opened the door. Peter's eyes went wide as he was met with the dark skinned woman who smiled at him.

"Hey, Peter it's been a while", the woman said

"You know her?" Vampi asked.

"Yeah, she's a friend of mine, a supermodel, and a superhero", Peter said. "This is Mari Jiwe McCabe aka Vixen, a member of the Justice League and my ex-girlfriend".

 **Next time Mari explains why she's here and Peter explains his relationship with Mari.**


	21. Old Flame

**Spawn Hades** : Yeah, Miles will return and he will get a harem. Not sure about Spider-Gwen, maybe Anya, or both, either way Miles will get with another spider person. As for Ms. Marvel and Miles... I'm pretty sure Spider-Men and Ms. Marvels have to get together.

 **DEV LOHERA** : That wasn't Spider-Verse. Also, I don't think I will do Spider-Verse in this story.

 **Gunman** : Sadly Peter will find out the fate of the Ultimate Universe from Miles later on after he and a few others move to the main Marvel Universe.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 21: Old Flame**_

It was late at night at the Jean School for Higher Learning and Peter was at a table with Logan, Bobby, Beast, Betsy, Ororo, Kitty, Laura, Rogue, and Jubilee. Peter had been invited to play a game of poker which caused a few people to be upset as they believed his Spider Sense would help him cheat. Peter however, denounced those claims stating that his Spider Sense doesn't work like that.

They all had been playing a game for a while when Logan noticed that Peter was silent. "Okay Webs, what's going on?" Logan asked.

"What do you mean?" Peter asked.

"You're normally never this quiet. You must have something on your mind or something bad happened. Which is it?" Logan asked.

"Nothing bad happened it's just... well a lot of things happened the previous night", Peter said. "I team up with a young Spider-Man in alternate universe, learned that my counterpart died, stopped Mysterio, and when I got home I found out my ex has returned".

"It's the redhead, isn't it?"

"What is it with Logan and redheads?" Bobby asked Hank. Hank just shrugged.

"I heard that", Logan growled.

"No it's not MJ, it's Mari", Peter said. Logan's eyes widened at this before he burst out laughing. This confused everyone else as they don't know who Mari is.

"Who is Mari?" Ororo asked.

"She's a member of the Justice League. Her whole name is Mari Jiwe McCabe aka Vixen", Peter said. This had everyone's eyes wide as well.

"Is she the woman who can use the power of animals?" Laura asked.

"Yes she is", Peter said.

"How did you two get together?" Betsy asked.

"It was three years ago and we were just attracted to each other", Peter said.

"Attracted is an understatement, you two couldn't keep your hands off of each other", Logan said with a smirk. This caused everyone to go wide eyed again as they at Peter who was covering his face with his hands. "And I thought I was an animal".

"Logan come on stop", Peter said slightly embarrassed. The fact everyone else started to giggle, with the exception of Laura, didn't help. "Other than that, she's here to stay with me, Vampi, and Sonja".

"Don't you think that will cause problems?" Jubilee asked.

"Trust me, it's already happened", Peter said causing everyone to listen in to the story Peter has to tell.

* * *

 **Yesterday**

Peter held the door in for Mari to walk in when she hugged him. "It's good to see you again Mari", Peter said.

"It's good to see you too Peter", Mari said before she pulled Peter's face down towards hers and kissed him. This action shocked Sonja and Vampi to no end.

"HEY!" Sonja and Vampi yelled.

"Sorry, I couldn't control myself", Mari said. Sonja and Vampi didn't seem to believe her but Peter stepped in the way.

"Ladies she's telling the truth", Peter said catching them both off guard.

"How so?" Vampi asked.

"Mari and I both release a powerful pheromone that draws us together in a sexual way", Peter said getting the two women to go wide eyed. "We normally try to stay away from each other otherwise we won't stop... well you know".

"By Mitra", Sonja said.

"If you two are suppose to stay away from each other then way is she staying here?" Vampi asked. Before Peter could say anything, Mari began speaking.

"I came here because I have been told by a mystic named Doctor Fate to come here", Mari said getting confused looks from the girls.

"Who?" the two women asked.

"A powerful mystic from her world", Peter said.

"Fate told me that there was a problem that connects to me as well as Peter and decided that I should come here to see why", Mari said. "He advised the Justice League about it and they've helped me get ready to come over here. So in actuality I had no choice but to stay for now".

"It doesn't look like she's lying so her story checks out", Vampi said.

"But how are you two connected?" Sonja asked.

"She and I are both champions of Anansi, the god of Spiders", Peter said making them gasp.

"It's no wonder Scathach had so much faith in you", Sonja said to him. "Well I guess the next thing to do is welcome you here".

"Thank you and apologies for just coming here and making out with my ex in front of you when he probably is dating either of you", Mari said.

"Well technically, he never asked us out", Vampi said with a smirk that Sonja matched.

"Why is that?" Mari asked.

"We have a friends with benefits type of relationship with him", Vampi said.

"Really Peter?" Mari questioned with a smirk. "I mean I always knew you were an animal in bed but really two women at once? Then again I shouldn't be surprised, I mean who else was it that got it on with Diana and her mother?" This made Sonja and Vampi go wide eyed again as Peter's face went red.

"Why did you have to say that?" Peter asked as he felt that an argument/gossip/conversation was brewing.

* * *

 **Present**

"Unbelievable", Logan said with a glare as everyone at the table was shocked by this.

"You slept with Wonder Woman and Queen Hippolyta?" Betsy asked.

"Yes, I did but it was one time", Peter said.

"And they say Logan is an animal", Laura said.

"I agree with with Laura", Rogue said.

"I get it so please give a break will ya?" Peter said in an embarrassed tone.

"How the hell are you still alive right now?" Bobby asked. "I mean it, seriously, how? I mean they both super strength, right, so are you-"

"Can I please continue and not have to tell that story right now?" Peter said in an exaggerated way.

"Fine but you're telling that story later on", Logan said with smirk. All Peter could do was facepalm.

"Well hours passed and we went to Avengers Mansion to see what Steve was going to show us..."

* * *

 **Earlier that day/Avengers Mansion**

Peter, Sonja, Vampi, and Mari arrived at Avengers Mansion. The four walked up to the Mansion where they were met with Johnny Storm aka the Human Torch. "Hey Webs, ladies..." Johnny said in a flirtatious way until he saw Mari. "Mari hey it's been a while".

"Indeed it has", Mari said as she hugged Johnny.

Johnny was happy until he remembered that Peter was suppose to have someone else living with him. "Wait a minute is she-" Johnny began to ask.

"Yes she is", Peter said. Johnny's mouth hang open from this Peter closing Johnny's mouth for him. "Easy bro a fly might fly in there. And before you question why, the Justice League said she had to".

"Unbelievable", Johnny said as he threw his hands in the air.

"So Cap called us for a meeting?" Mari asked.

"Yep", Johnny said. "Apparently we have a few new members joining the Avengers and guess what, I'm one of em". Johnny had an excited look on his face as he led them into the mansion.

"Wait I thought you were an Avenger before", Peter said.

"No that was another Human Torch, the android. He was an Avenger, I never joined before until today", Johnny said.

"Oh", Peter said.

"Wait there is another Human Torch?" Sonja asked.

"Yeah, it's complicated", Peter said. The five walk into the living room of Avengers Mansion where they were met with the members inside. Cap, Thor, Wanda, Havok, and Wasp were standing around waiting for the others.

"Spider-Man, Sonja, Vampirella, it's good to see you all here", Steve said.

"Thanks Cap, by the way Vixen is here", Peter said. Jan and surprisingly Thor smirked at this knowing full well of their shared history together.

"I can see. It's nice to have you with us Mari. The Justice League explained your situation so if you have any problems let us know so we can help", Steve said as he and Mari shook hands.

"Thank you Captain", Mari said with a smile.

"Also, I hope you and Spider-Man can keep things professional right?" Steve asked.

"Of course we can although I'm speaking for myself, not so sure about the Web-Head", Mari joked.

"Haha, very funny", Peter said. "Yes I can keep things professional Cap".

"Alright then", Steve said before moving to the front of the room. "Everyone we're getting a new member and an returning member. Sadly, Logan and Rogue are busy so we'll have to inform him later". Soon enough Johnny and another person stepped up from behind Steve. "Joining the Unity Division are the Human Torch and Quicksilver".

With that the group applauded their newest members. Wanda was happy to see that her brother would be joining and while Johnny had a smirk on his face as he finally joins the team.

"We already knew you would join hothead" Peter said causing to Johnny to frown before playfully punching him the shoulder making them both burst out laughing followed by the three women.

"With that out of the way, we have to discuss the other reason for you all being here", Cap said. "There has been rumors about Hydra activity near Hollywood so we'll be going to investigate in a few days".

"What seems to be the problem?" Wanda asked.

"Apparently there have been sightings of either Hydra or normal Nazis agents near Hollywood thanks in part to Stark's satellite", Cap said. "There has also been a number of Hydra agents that have been mauled to death by a large animal apparently. It would seem as though that animal is what Hydra is after".

Vampi looked shocked at this. Peter noticed this whispered to her. "Isn't your friend Pantha in Hollywood?"

"Yeah, she is", Vampi whispered back. "She did say that an enemy of hers named Midwinter was after her".

"We'll explain it to Cap later", Peter said. Vampi nodded as Cap finished.

"When we get there keep a close eye out for surprises just in case Hydra pulls something from out of nowhere", Cap said. "Understood?" A chorus of yes sirs was heard with Cap smiling at this. "Alight then".

* * *

 **Present**

"So we're all going to Hollywood to help Pantha?" Logan asked.

"Yep", Peter said. "Wait, you sound like you know her".

"Webs, I've been alive for a long time so yeah I know Pantha", Logan said. "I met her at a strip club once where we both got drunk and started fighting each other until we ended up in a hotel room and just started screwing each other's brains out". Logan paused to take a sip before speaking again. "It was just for that one night however".

"Wow, I have to tell Vee about this", Logan said.

"Already had that conversation Webs", Logan said with a smirk. "I smelled Pantha's sent on Vampi and asked if she knew her and she said yes. Vampi told me that she works at a strip club where we first met".

"Huh, wait how do you remember that?" Peter asked.

"It was after the whole House of M thing that happened", Logan said.

Rogue turned her head obviously remembering what Wanda did. Laura caught on to this and spoke. "You're still angry at the Scarlet Witch for what she did, aren't you?" Laura asked.

"A little", Rogue replied.

"Kid it's been over four years since it happened", Logan said. "Maybe it's time to let it go".

"That still doesn't change the fact that what she did was wrong", Rogue retorted. "Just because you did one good thing doesn't make up for all the crap you did. She's a ticking time bomb waiting to happen".

"Rogue, that's enough", Peter said in a stern voice that caught them all by surprise. "I get it, you're mad at Wanda for what she did, I was too, everyone was mad at her. I get that but understand that Wanda was losing her mind literally when that happened. She lost her kids, how do you think any parent would feel if they lost their child? If you were in the same position you would be mad at the world as well".

"How would you know? Rogue asked with a glare.

"Because I was going to be a father myself and my girlfriend suffered a miscarriage", Peter said in pointed tone. This shocked everyone present, including Rogue. "It was hard for me at that time and it strained my relationship with my girlfriend causing us to break up afterwards. Wanda has been through a lot as it is already. She made a mistake and she's trying to make up for what she did".

"How can you defend her like that?" Rogue asked.

"It wasn't too long ago that Carol wanted to kill you for what you did to her and we convinced her to let go as well", Peter said softly. Rogue's eyes widened at this before she lowered her head in shame. "It's time to let go Rogue. Whatever feelings you against Wanda, just let them go. Besides you're both teammates now".

Rogue sighed before speaking. "Fine". At this Rogue got up and walked out of the room with Ororo standing up from the table.

"I'll go check on her", Ororo said before going to go check on her.

"Sorry, I wasn't trying to throw that in her face at all. I just wanted her to see why Wanda did what she did and why she's trying to make up for it", Peter said.

"Hey, don't worry Webs. If anything Rogue is starting to understand", Logan said.

Peter sighed as he knows that Logan was trying to cheer him up but Peter couldn't help but feel guilty. "Well back to the story", Peter said. "Mari and I decided to go out and just hang out like old times..."

* * *

 **Two Hours Earlier/with Mari**

Peter and Mari were walking down the streets of Manhattan where they were just talking to each other. Peter told Mari that he spoke with MJ earlier about Mari being here. "Are you sure that she's okay with that because I know you two have history together right?" Mari asked.

"Yeah, she's okay with that. Although, I told her that you and I would professional about things while you are here", Peter said.

"What did she say to that?" Mari asked.

"She laughed", Peter said with a deadpanned expression before sighing. "She then apologized and said that it would literally impossible for me to keep my hands off of you".

Mari chuckled at this. "Well it's hard not to see her point", Mari said. "You are one hell of a lay".

Peter's face turned red slightly at this as Mari giggled to herself. "You really do love making me uncomfortable, don't you?" Peter asked.

"Well you do look cute when you're embarrassed", Mari said as she wrapped her right arm around his left.

"Well bully you", Peter said making Mari laugh more. As they continued walking, they heard a scream and they both ran to go check it out.

Nearby a young couple was being terrorized by a gang of thugs. The two teens were backed into a corner as the thugs took several steps closer. Soon enough a voice was heard. "You boys better not be threatening these young kids, are you?" Dropping down was both Peter in his Spider-Man suit and Mari wearing an orange sleeve-less suit with a high collar, exposed cleavage and orange almost shoulder length gloves. Mari also had a necklace around her neck that accented the suit.

"Crap it's Spider-Man. No idea who the dame is", one thug said.

"The name is Vixen", Mari said. "If all stop what you're doing to these kids, we'll let you go".

"Unless you're gonna show us a time that ain't happenin' lady", another thug said.

"Alright then but don't say she didn't warn you all", Peter quipped.

As the men began running towards them, the projection of a tiger appeared around Mari before before dissipating. Soon enough Mari roared a tiger's roar before charging to attack them. Mari slashed one thug with her claws before kicking another in the face sending him flying into a wall. He would have fallen to the floor had Peter not stepped in to web him to the wall.

Two men tried to rush Peter but he jumped into the air and shot to web lines that stopped them in their tracks. The two men tried to get themselves free but they were webbed up some more.

All the other guys except one tried to attack the two but they were easily dispatched and taken down without either of them breaking a sweat. The last guy tried to run away but Peter webbed him back to them before webbing him to a wall with the others. Peter walked to the young couple to check on them. "Are you two alright?" Peter asked.

"Yeah thanks for helping us, both of you", the woman said.

"No problem at all", Mari said as she and Peter began to leave. Peter began swinging away with Mari holding on to him and laughing all the while. "Just like old times huh Peter?"

"Yeah, just like old times", Peter said. Peter eventually landed on a rooftop where the two of them sat on the edge of the roof. "It's been a long time since we last teamed up, huh?"

"Indeed we need to do this more often", Mari said.

"Agreed", Peter said as he and Mari looked at each other. The two started to move closer to each other when Peter spoke. "We are being professional about this right?"

"Of course we are, Peter", Mari said as she moved closer to Peter. Soon enough, the two gently kiss each other. Peter and Mari continued kissing each other with Mari pushing herself onto Peter when Mari broke the kiss.

"Wait stop", Mari said.

"I'm sorry", Peter said.

"No this is my fault Peter, sometimes I forget that we shouldn't be doing that", Mari said. "Besides you're in a relationship with Sonja and Ella".

"Yeah I am", Peter said. "Look we'll find a way but until then, still friends?"

"Oh course", Mari said. Peter stuck out his hand but Mari refused to shake it. "I'd shake your hand but we'd both know where that would lead to".

"Right", Peter said. Soon enough a text came on Peter's phone from Logan.

 _ **Logan**_ : _Hey Webs, wanna come over for game night at the Mansion?_

"Logan text me about a game night at his school", Peter said. "You wanna come?"

"Some other time just not now. Go on ahead, I'll let the girls know", Mari said.

"Thanks", Peter said before he gave Mari the keys to his apartment. With that Peter made his way to Logan's school. Mari began leaving for his apartment.

* * *

 **Present**

"And so here I am", Peter said.

"Wait, so you are in a relationship with Sonja and Vampi?" Hank asked.

"In a way", Peter said. "We need to talk it out later but yeah kinda".

"Two women huh and surprisingly neither of them are pregnant yet", Betsy said with a smirk causing everyone to gasp with Logan glaring daggers at Peter.

"Yep and sadly the universe is now to conspire against me to make sure any woman I meets get pregnant. So I better get going to prevent that from happening", Peter said as he got up from the table.

"Probably for the best", Logan said calming down with Ororo jokingly hitting him causing Logan to laugh a bit. As Peter was headed for the door he was approached by Betsy.

"By the way Peter, I noticed that you and the ladies might need help later on so let me now", Betsy said.

"Thanks Betsy, I let you know", Peter said as he was leaving only to stop and turn towards Betsy. "Which reminds me Betsy I may need you to swing by Horizon Labs tomorrow?"

"Why?" Betsy asked with a slightly raised eye brow.

"I need help with something and I may need someone to help test out my invention", Peter said.

"I'll see what I can do for you", Betsy said as she went back inside.

"Thanks Betsy", Peter said through the still open door. Betsy didn't reply back but she did wave back to him as she closed the door. She turned to leave the front door but she didn't understand why she was smiling.

* * *

 **with Mari**

Mari had made it back to Peter's apartment where she crashed on the bed she will be sleeping in. Mari was remembering the kiss she and Peter shared before came to his apartment but tried to dismiss those thoughts. Vampi appeared in the doorway and spoke to her.

"What's wrong?" Vampi said.

"It's nothing, Peter and I reconnected. That's just about it", Mari said. "What's going on with you?"

"Well, I came to tell you about a way we can have Peter", Vampi said with a smirk.

"I'm listening", Mari said as she shot up to look at Vampi.

* * *

 **Epilogue**

A walked out of the Horizon Labs building after sabotaging one of Peter's devices. This was Tyler Stone, a man employed an Allan Chemicals, who has been trying to sabotage Max Modell, Peter's boss/inspiration for getting into science and have Horizon Labs taken over by Allan Chemicals.

He would have gotten away with it had he not been stopped by the man in the large mechanical chair.

"W-Who are you and what do you want?" Tyler asked.

"I am Kang the Conqueror, and the only thing I seek is your death", Kang said before he pointed a weapon at him.

"Wait, wait, no, no, no, NO!" Tyler said before he was shot and disintegrated in an instant. Just like that, Tyler Stone was gone.

Kang put the weapon away before going into the Horizon Labs building. He observed where he sabotaged Peter's device and decided to do something about it. "I can only hope that the Spider-Man will learn to use this to his advantage", Kang said.

Soon enough, Kang finished up and teleported away. It's going to be an interesting day for Peter to say the least.

 **Next time Peter and Betsy get more acquainted. Plus Peter gets new powers**

 **I should let you all know that I am trying my hardest to get the next few chapters out as soon as possible. So the last few chapters of this season will be out sooner than most of my other stories, hopefully. Sorry but I'm trying to end this season with a bang. What do I mean, you'll find out.**


	22. New Discoveries

**Asm 600** : No Rogue will not be in the harem.

 **CRUDEN** : Yeah Peter jinxed himself all right. Someone's getting pregnant next season and you'll find out who.

 **Mr. Unknow** : He will be getting together with those ladies but next season. So far only he will get with one ex.

 **Asurau** : Dark tidings indeed. Just watch what happens next chapter and the chapter after that.

 **Charles Ceaser** : I'm doing so, trust me.

 **Gunman** : I read that story too and I'm loving every moment of it. Trust me trouble is definitely brewing and there will be intense fights and chaos later.

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 22: New Discoveries**_

Peter was sleeping in his room with Vampi and Sonja sleeping in his bed. He was sleeping peacefully when a familiar voice spoke to him. _**Hello Spider did you miss me?**_

"Okay come on I thought the voice in my head were gone", Peter said. "Wow, that came out wrong".

 _ **I'm sorry I haven't been here to drive you crazy, I have been busy avoiding Purgatori and her friends. You can understand that, can't you?**_

"What's not to understand, you were being hunted down", Peter said.

 _ **That is why I like you so much Spider. I also know that you got my message from Sable.**_

"Yeah I did, you didn't have to kill Rhino", Peter said.

 _ **Relax, Rhino is here with me enjoying the time he has with his wife. And soon enough Spider, you'll be here too.**_

"That's not going to happen", Peter said.

 _ **We'll agree to disagree then. Until we meet for the first time Spider, I'll be waiting...**_

Peter's eyes opened and he slowly sat up in the bed while trying not to startle Vampi and Sonja in bed with him. _'I have to do something the lady if she ever comes around'_ , Peter thought to himself as he laid back down to rest.

* * *

 **Elsewhere**

In another area, Kulan Gath was working on a spell inside of a room. Soon enough, Purgatori walked into the room. "Are you done yet?"

"Yes, I am", Gath said. "We have everything we need to draw her out".

"Good, now all we need is to bring the spider and his band of whores to us", Purgatori said with an evil smile. "I have just the right person for that".

"Who exactly?" Gath asked.

"That's a secret", Purgatori said before she made to leave. Soon enough, she slowly began to stop walking and turned to face Gath. "You will honor our agreement, right?"

"Our agreement that I have the she-devil while you kill the spider, of course I will", Gath said.

"Good", Purgatori said as she left the room, unaware that Gath had his own plans.

* * *

 **Horizon Labs**

Horizon Labs, a think tank for some of the smartest people in the world. Surprisingly though, the likes of Reed Richards, Tony Stark, and others are not apart of it but a certain Web-Head is. Owned by Max Modell, this place is basically Peter's playground to do whatever he wants.

Inside of his lab Peter was working on a new suit based on an old one. He was currently working on another Iron Spider suit with similar and different capabilities as the one Tony built for him a while back. "This suit is gonna make all of Tony's Iron Man armors look irrelevant by comparison", Peter said to himself.

Soon enough the door to his lab opened and two of his co-workers, named Grady Scraps and Sajani Jaffrey, appeared. "Hey Parker, you were scheduled to give a tour to the students at Midtown High right?" Sajani asked.

"Yeah, I did", Peter said as stopped what he was doing to look at them. "What's going on? Is someone else giving the tour instead?"

"As much as I'd like that, no that's not it", Sajani said with a small smile as she slowly shook her head.

"Apparently the Midtown High group had to cancel their planned trip here", Grady said. "They said that the bus that was suppose to be there never showed up".

"Well that's weird", Peter said as he placed a hand on his chin. "Thanks for letting me know about that. Is there anything else I need to know?"

"Two things actually", Grady said. "Well first, Max decided to leave here to take care of something personal, so a few of us decided to take the rest of the day off".

"Wait what about your inventions?" Peter asked.

"Already finished so no need to worry", Grady said with a smirk alongside Sajani. "Lastly, this lovely lady came by to see you". Coming from the side was Betsy Braddock as she appeared in the doorway. "Well Pete take care and don't mess up anything". With that Grady and Sajani left leaving Peter and Betsy alone.

"Your co workers seem interesting", Betsy said.

"Yeah they are", Peter said as he stood up. "It's good to have you come by, Betsy".

"The pleasure is all mine", Betsy as she took off her jacket. "So what kind of experiment did you need me for?"

"This", Peter said as he pulled out a device that was attached to a shirt. "This is some thing that I have been working on for a while now. I have trying to create a psychic magnet".

"A psychic magnet?" Betsy asked with a raised eye brow.

"Yeah, a psychic magnet", Peter said. "Before I explain what it does, I want you to try to read my mind with this device activated".

"Alright then", Betsy said as she tried to peek into Peter's mind. At first Betsy was able to and saw that Peter was thinking of his Aunt May. "I can see you thinking of your Aunt May".

"Good, now then I want you to try and read someone else's mind from far away with this device activated", Peter said.

Betsy tried again to read the minds of any other person and outside of Horizon Labs and started reading the mind of a man that was having an affair with his wife's sister when suddenly... her mind was pulled from the man's head to Peter's who was still thinking of Aunt May.

Betsy's eyes widened at this. "I see now, a psychic magnet", Betsy said in understanding.

"Yup, this device magnetically pulls a telepath's abilties to me", Peter said.

"But they would be able to see into your mind", Betsy said.

"True but I have something else", Peter said as he pulled a mask over to him and put it on. "A mask made out of ceramic, the same as Fantomex's mask".

"Of course, with the device you can focus all telepaths on you and with a ceramic mask they won't be able to see into your mind or attack you telepathically", Betsy said in an impressed way. "You are bloody brilliant Mr. Parker".

"Thank you", Peter said as he turned the device off.

"What made you think of this?" Betsy asked.

"It just came to me one day as a way to stop Purgatori from using her telepathic powers on me", Peter said. "The only thing I have yet to do is integrate this device into a new suit. Thankfully though, this only works in a five mile radius so that it won't every telepath on the planet".

"Good to know", Betsy said. "So is this what you wanted to show me?"

"So far yes and thank you for the help", Peter said.

"Of course", Betsy said as she and Peter walked out of his lab and passed a large machine. Unbeknownst to them, an invisible figure was lurking around. "By the way was this what you were going to give those kids a tour about?"

"Yeah,it's a hyper-kinetic form of energy tied into the forces of universal expansion itself. I call it Parker Particles", Peter said as he stepped forward to the machine. "If we can harness this energy right, this could change the world".

"I'm sure you would", Betsy said. Just then the invisible figure activates the machine and deactivates the safeties. Peter's spider sense goes wild at this moment with Betsy sensing his it going off. "Was this device on the whole time?"

"No it wasn't", Peter said just as the energy started pouring out and bouncing everywhere. "LOOK OUT!" Peter was able to push Betsy out of the way before a surge of energy struck Peter through the chest.

"PETER!" Betsy yelled as another burst of energy was coming at them both. Betsy used her powers to shield herself and Peter just as the invisible figure decided to use a device that reversed time and caused the Parker Particles to go back to the machine. He then activated the safeties on the machine stopping the device and resealing the Parker Particles. Betsy immediately ran over to Peter as he was face down on the ground. "Peter, Peter please be alive".

"B-B-Betsy? Are you alright? What happened to the machine? Did I get affected by the particles?" Peter asked.

"I'm fine, the machine is off with the safeties on again, and you were blasted the chest so looks like you were affected", Betsy said. "Are you alright?"

"I feel better than alright", Peter said. Soon enough he started levitating upwards with his hands now glowing. Betsy couldn't believe what was going on. Peter looked down to her and spoke out of concern. "How do I get down from here?"

* * *

 **Baxter Building**

Sonja and Vampi arrived at the top of the Baxter Building via an elevator and walked upstairs. They arrived at the floor where Peter was and were met by Betsy who was waiting for them. "Hey, glad you all could make it", Betsy said. "Peter is inside getting examined right now".

"Is he alright?" Sonja asked.

"I'd say more than alright, just look", Betsy said as she pointed to the window for them to look through. The three watched as Peter was now lifting a weight that weighs 1 ton. Inside of the room with Peter were Reed, Hank Pym, Tony, and Hank McCoy. Soon after Reed spoke with the other geniuses before they others decided to leave the room leaving just Reed and Peter.

Peter gently sat the weight done when Reed walked over to him. "Well, Peter it looks as though you've gained new powers but it's more than just that", Reed said. "Peter your new powers are tied to the very universe itself. It will continue to grow, without limit".

"What are you saying?" Peter said.

"In the way that whenever the Hulk, Sentry, or the Phoenix attacks, we call them Omega-Level threat", Reed said. "However Peter, are the first Alpha-Level threat. It's only a matter of time".

"You mean I'm gonna go crazy and destroy everything?" Peter asked in a worried tone. "Oh man, why did I have to go and do this?"

"You mean discover Parker Particles? You didn't, I did. Years ago", Reed said.

"Wait what?" Peter asked.

"I discovered them years ago but thought they were too dangerous", Reed said.

"And you just thought that no one was going to find it?" Peter asked. "No offense Reed but maybe you should have told us about this so that something like this wouldn't happen. Regardless, since I'm in this position I might as well find a way to get rid of these Parker Particles".

"Are you sure about that?" Reed asked.

"It shouldn't be too hard to find a way", Peter said. Soon enough the door opened are the women walked in.

"Peter we heard what happened, are you alright?" Vampi asked.

"I have dangerous energy inside me but other than that I'm fine. All I need now is a way to get rid of it otherwise I might pull a Phoenix and destroy a sentient world and I don't think I can have that on my conscience", Peter said.

"It will take some time but I can try to make a machine that can take those powers away. So until then try to be careful okay Peter?" Reed asked.

"Of course, I'll do what I can", Peter said.

* * *

 **Elsewhere**

The invisible figure reveal himself to be Kang the Conqueror. "Now to test out Parker's new abilities", Kang said as he opened a wormhole and brought forth a large being. "This should do the trick".

* * *

 **Avengers Mansion**

After the visit to the Baxter Building, Peter and the ladies went ahead to Avengers Mansion. Betsy on the other hand had to get back to the Institute so she left but not before telling Peter to call her if he needed help with anything. Currently Vampi was on the phone while Peter was testing his new powers. "So you're close to finding Midwinter?" Vampi asked.

" _Yeah I am_ ", Pantha said. " _Apparently, Midwinter and his allies began working with Hydra months ago and now they're trying to occupy Hollywood as a base for these Nazis_ ".

"Do you need any help with stopping them?" Vampi asked.

" _Honestly, not right now_ ", Pantha said. " _For now I can take perfect care of these guys but if I do need help I'll call you and let you know_ ".

"Alright, just checking up on you", Vampi said.

" _I know and I love you too Ellie_ ", Pantha said. " _I'll talk to you later_ ".

"Alright bye", Vampi said before cancelling the call. Vampi walked back over to where Peter was as he was testing his powers. With Peter was with Sonja who was astonished by the power he now has. "So much can you lift?"

"So far, way more than I could originally", Peter said as he stopped what he was ding to sit down on the ground. "Usually I could lift around 25 to 60 tons. Now I can lift about 800 tons", Peter said. "Which is why I I'm gonna need to be careful with my newly enhanced powers".

"Any other enhancements we should know about?" Sonja asked.

"Well aside from flying, I can project energy, my spider sense is stronger than it was before, I'm faster than I used to be and...", Peter made his iconic hand gesture and webs came out and no he didn't have his web-shooters on. "...I can shoot out organic webbing again".

"You sure having this power is a bad thing, cause I can see a lot of advantages with these new powers?" Vampi asked.

"Well technically no, it isn't bad, but there's an old saying 'power corrupts' which is fitting because there are people who we have met that fits the bill", Peter said. "I just don't want to be one of those that gets corrupted by his power".

"That much I understand but what if you decided to use it a different way like in your suits?" Sonja asked.

Peter thought about for a second and was about to respond when Captain America arrived. "Spider-Man we need your help".

 _ **-Elsewhere-**_

Peter and Cap were arriving in the middle of New York where they were met by Thor, Iron Man, Carol, and Vision. Sonja and Vampi wanted to come but Cap said that he needed Peter as his new powers would be helpful. Peter looks up to see that the giant purple being commanding an army.

"What the..." Peter trailed off as he saw this.

"People of Earth, hear me! Your world's minerals, molten core, and life essence are hereby claimed... in the name of TERMINUS!" Terminus yelled out.

"We have to stop him and quick!" Cap said. "Avengers Assemble!" The heroes went into action with Peter and Carol flying up to attack.

"So you have new powers now?" Carol asked.

"It's a long story", Peter said. Peter and Carol began punching Terminus as hard as they can to push him away (though in Peter's case he was trying to restrain the power in him from going out of control). Thor appeared and threw his hammer at Terminus and managed to cause more damage to the supervillain.

Terminus began sending his forces to attack leading Vision, Cap, and Iron Man to attack his forces. Peter used his new organic webbing to try to restrain Terminus only the destroyer to break free. This momentary distraction led to Carol uppercutting Terminus in the face.

Terminus staggered a bit but regained his balance. Thor decided to conjure up a thunderstorm and use the lightning to strike Terminus. "Have at thee!" Thor yelled out as lightning was blasted towards Terminus.

"Fool that won't stop me!" Terminus called out as he used his lance to redirect the attack towards Steve.

"Cap look out!" Carol yelled as she raced towards him. Carol flew in front of the attack and was hit with the full force of the attack. Carol felt the pain but pushed it aside as she began to absorb the energy. In the end she managed to absorb it and activate her Binary abilities with her hair turning to fire. " _ **Gahh! That was intense**_ ".

"Carol! Vision! I've got an idea!" Peter yelled.

" _ **Got your back Spidey!**_ " Carol called as she flew behind him alongside Vision. Peter began blasting at the forces that were trying to attack him. As they got to Terminus Peter shot out multiple web-lines at Terminus's lance. With Vision's help he yanked the lance away from Terminus.

"Give that back!" Terminus yelled.

" _ **NEVER!**_ " Carol yelled as she began blasting him alongside Thor, Peter, and Vision. With their combined power Terminus was knocked unconscious and fell with a sickening thud. Everyone except Peter landed to make sure Terminus was really down for the count.

"It took some doing but the day is ours!" Thor called out.

"Thanks in no small part to everyone here", Cap said. "Now all we have to do is send Terminus away".

"No idea on where but one thing is for sure" Tony said. "Terminus's energy lance is getting shipped straight to project Pegasus..."

"WAIT!" Peter yelled as he landed.

"Spider-Man?"

"I'm gonna need it", Peter said. "When Thor attacked him with lightning he used the lance to redirect the attack. I have an idea on how to use it. Let me study the tech and figure out how it works and I promise you I'll put it to good use".

* * *

 **Baxter Building**

Peter and Reed were able to reverse engineer the tech from Terminus's lance to create a chamber that will take the Particles away. Sonja and Vampi were standing outside of the room and watching with Peter standing in front of the chamber.

"Is it ready to go?" Peter asked.

"Yes it is", Reed said.

"Alright then, here I go", Peter said as he walked into the chamber. Reed activated the device causing the chamber to glow. Sonja and Vampi watched as the chamber glew before the glow started to fade. Soon the chamber doors were opened and Peter began walking out.

"So, how do you feel?"

"I feel great but to be honest I'm actually gonna miss those enhancements", Peter said.

"Actually Peter that's what I need to explain", Reed said. "I was able to get most of it out of you but not all of it. As far as I know you still have a few new abilities from being exposed to the Parker Particles".

"Really?" Peter said. He made his signature hand gesture and webs came out of his wrist. "Yes, I can keep the organic webbing. Now all I have to do is eat starchier foods to make sure they work properly".

Sonja and Vampi walked into room after seeing this and went towards Peter. "So you still have actual webbing?"

"That's what it looks like so yeah", Peter said with a smile.

Soon enough, a portal opened up and Kang the Conqueror appeared. "What have you done?!" Kang asked in a disappointed tone.

"Who is that?"

"Kang, Kang the Conqueror. He's a time traveler from the 31st century", Peter said.

"He's tried to use his knowledge of the past and future technology to take over the world", Reed said. "Why are you here Kang?"

"Simple, to question your actions", Kang said. "Do you have any idea what I had to do just to you ready for your encounter with _her_ Parker? "

"What?" Peter asked.

"I orchestrated everything for you to receive your new powers", Kang revealed. "I sent Tyler Stone to another place in space time, sabotaged your experiment for the Parker Particles to come into contact with you, and I was the one who sent Terminus to you to test your new abilities".

"Why would you go that far for me?" Peter asked.

"Because in the future you die by her hands", Kang said. "And I wanted to prevent that from happening. But as it turns out you decided to get rid of it all".

"Actually not all of it is gone", Reed said. "Ten percent of his body has Parker Particles inside of him as we speak".

"Then there may yet still be hope. Ironic because of who you'll be dealing with", Kang said. "Keep that power Peter Parker, it may yet save your life". With that Kang disappeared.

"I'm gonna have to contact the Avengers and let them know about the situation", Reed said.

"Good idea", Peter said as Reed began to leave. "We better get, if she is on her way then we need to prepare". With Sonja ad Vampi nodding in agreement the three began walking away. There was one thing that was bugging Peter though. _'What did Kang mean when he said ironic after mentioning the word hope?'_ Peter thought to himself.

* * *

 **Hollywood**

A Hydra agent was running for his life when he ran to a dead end. He went to run back when he was cornered by a large panther. The panther charged at the man and leapt on to him, mauling him to death as the man screamed in terror. The panther began to slowly walk away before it began transforming into an Egyptian woman.

It was Pantha, Vampi's friend.

"Where are you Midwinter?" Pantha asked.

"Right here my beloved Pantha", a voice called out. She turned to see a 5 foot slightly obese man with a Nazi symbol of the left sleeve of his shirt. Pantha growled as she saw him.

"Midwinter", Pantha growled as she transformed into a large panther and charged at him. Pantha jumped to pounce on him but she was knocked back down and fell t the ground.

"Silly pussy cat, have you learned nothing over the years?" Pantha was grabbed by the neck and she so who attacked her... Purgatori.

"I thought you died and went to hell", Pantha said.

"I did and now I'm back", Purgatori smiled an evil smile as she slammed Pantha onto the ground. She then turned to Midwinter. "I helped you capture her, so do we have an agreement?"

"That we help Kulan Gath capture the Spider-Man and Red Sonja? Who am I to refuse so an offer? My services are all yours", Midwinter said.

"Good, I love it when a plan comes together", Purgatori said. With that Purgatori picked up Pantha's unconscious body and carried her as she and Midwinter walked through a portal.

 **Next time our heroes go to rescue Pantha. Let Operation: Rescue Pantha begin!**

 **This chapter "would have" saw the debut of Alpha but honestly I didn't like the character at all. Sorry no Alpha folks besides Peter was in dire need of a power upgrade.**


	23. The Arrival Part 1: Chaos Rules

**Mr. Unknown** : Pantha is a character from the old Vampirella comics. Originally she was an alien werewolf that was later retconned into being an Egyptian woman that was cursed with immortality by the Egyptian God Ra that can turn into a panther. She's more feral than Vampirella and she's Vampi's best friend.

 **Ryan L. Spradling** : The next lemon won't happen until next season and it will be between Peter and Wanda.

 **gunman** : Thanks man and trust me great things are gonna happen in this chapter and the next.

Well ladies and gentlemen who read this story, here it is. The identity of the mystery woman will be revealed in this chapter. Hope you enjoy!

 **Disclaimer: Spider-Man is owned by Marvel. Red Sonja and Vampirella are owned by Dynamite Entertainment. Other Marvel, Dynamite, and some DC characters will appear plus a certain bad girl.**

* * *

 _ **Chapter 23: The Arrival Part 1: Chaos Rules**_

In another area, Kang the Conqueror was sitting in front of Amora the Enchantress. "Amora, we need to talk", Kang said.

"What is it mortal? Can't you see I'm busy?" Amora said.

"Yes, wasting your time on trying to court a man that has no interest in you", Kang said bluntly causing Amora to glare at him. "What I have to discuss with you is far more dangerous than you think".

"How so?"

"It involves the Spider-Man, a being of destruction, and the return of what Thor tried to stop: Ragnarok", Kang said causing Amora's eyes to widen.

"But Odinson stopped it from happening when he killed the Ones who live in Shadows. How can Ragnarok return?" Amora asked.

"It all begins with this woman", Kang said as he showed a hologram of a woman that Amora's eyes widened even further. "Her name is..."

* * *

 **Avengers Mansion**

It had been two whole days since Peter got his new powers and right now Peter and Logan were inside of the training sparring with Peter able to leg sweep Logan. Logan was able to prevent himself from falling to the floor and kick himself up back onto his feet. Logan smirked as he popped his claws before he charged at Peter.

"Would it kill ya to stand still?" Logan asked as he tried to slash Peter.

Peter on the other hand didn't like that and continued to dodge his attacks. "Sorry, trying to not become a diced up Spider-Man", Peter replied. Watching the two spar were Johnny, Sonja, Vampi, Wanda, Mari, Carol, and Jess.

"Is it me or does Peter look like he's gotten better at fighting?" Carol asked.

"Now that you mention it, it definitely looks like Pete got better", Jess said.

"Well he has been sparing with Sonja after he defeated her", Vampi said.

"I admit that I want to beat him every time sparred. It usually ends with me defeated and Peter kissing me which leads to something else", Sonja said with a blush. The other women giggled at this causing Sonja to glare at them.

"Lucky bastard", Johnny muttered to himself. Soon enough a loud grunt was heard and they all turned to see Logan flat on his back.

"Yes, I defeated Logan!" Peter cheered.

"Yeah but only because you can project energy", Logan said as he got back up.

"Man I'm loving my new powers", Peter said with a smile.

"Not only that but you're getting better at controlling it as well", Vampi said.

"True but I can't help but feel as if this power is growing inside of me", Peter said.

"Maybe it's a good thing", Wanda said. "Maybe you might need that power to help you later".

"She's right, after all _she_ is still after you", Sonja said.

"True", Peter said nodding.

Soon enough, Doctor Strange teleported into the room alarming everyone present. "Spider-Man, Red Sonja, Vampirella, I need your assistance", Strange said.

"What's up Doc Strange?" Peter asked.

"Someone wants to challenge you three", Strange said as he gave them a device that showed... Kulan Gath.

"Gath! So you finally show yourself you, cowering sorcerer!" Sonja yelled.

"It's good to see you too, She-Devil and see that you and the Spider-Man have gotten reacquainted with one another", Gath said with a smile on his face. "Speaking of which, it's been my disdain to see you again Spider".

"Well you're not the first to tell me that", Peter said. "So why are you calling us?"

"Simple, I have a friend of the Vampire", Gath said as he moved to the right to show Pantha tied up.

"Pantha!" Vampi yelled.

They saw that Pantha was chained up and that she was struggling to break free. Suddenly she was shocked and screamed out in pain. Soon enough enough the shocking stopped and she fell unconscious. Soon enough Purgatori appeared on screen.

"That's right you three", Purgatori said. "This lost little kitty is our little playmate and will do anything that we want with her unless you come for her".

"Purgatori, you bitch", Vampirella growled.

"So what's it going to be, let her suffer or will you come to fight?" Gath asked with an evil smile.

"You made a big mistake to do that Gath and Purgatori", Peter said. "You want us then have no fear, yet, we're coming to you".

"Good, come to the abandoned warehouse by Pier 55. You have three hours to appear or else", Gath said. "And Spider... don't keep Purgatori waiting". With that the screen went black.

"You all do realize this could be a trap, right?" Doc Strange said.

"Yeah which is why we're going to save Pantha and and stop them the smart way", Peter said.

"Then allow me to aid you. You might need my help", Strange said.

"Much appreciated", Sonja said.

"What about us?" Logan chimed in with everyone else standing there ready to help out. "We don't feel like sitting around and doing nothing". A few others nodded in response. Peter, Sonja, and Vampi smiled as they looked at each other before turning back to the group of heroes.

"Well then what are you all waiting for? Avengers assemble!" Peter called out.

* * *

 **Elsewhere**

Julia Carpenter aka Madame Web was on the floor where the woman stood over her. She tried to escape but couldn't. _**Relax Ms. Carpenter, I'm not going to kill you. I do however want to make sure you don't contact Mr. Parker**_.

"If you kill him you'll be destroying everything the multiverse included", Julia said.

 _ **Hush now, it's time to sleep**_. The woman placed her hand on Julia's head and Julia was put to sleep. She went towards the door and opened it began leaving. _**It's about time I go see Peter Parker in person. I can't to see the look on his mask when he sees me**_. With that she opened the door and left.

* * *

 **with Kang & Amora**

"Why would she do that?" Amora asked.

"Because she wanted to and if we don't stop her, she'll succeed", Kang said. "Which is why I need you. To ensure that this does not come to pass, you must seal her away back into hell the moment the chance arises".

"I'm on it", Amora said before creating a portal and leaving.

"God, save us all", Kang said to himself.

* * *

 **Hollywood**

Pantha was starting to regain consciousness could see various Nazis walking around with Gath and Purgatori standing with Midwinter. She struggled to try and get free when she was shocked again. She was trying her hardest not to scream as she felt every inch of her body being electrocuted. Soon enough the shock subsided as the pain ceased with Pantha panting as it was over. "I... need to... get out of here", Pantha whispered to herself.

"That won't be happening my dear". Pantha looked up to Gath levitating in front of her.

"What makes you so sure that I'm going to be your captive forever?" Pantha growled.

"You aren't my captive, you're his captive", Gath said as he pointed to Midwinter who looked up to wave at her. Pantha's response was to growl him from below. "What do you know, they actually made it". Gath levitated down to the others. "They're here".

"Good", Midwinter said as pressed on a device in his ear. "Everyone we have guests make sure they feel welcomed the moment they come in".

"Chastity, Ernie, they're here time to get to work", Purgatori said as she flew to the ground. A portal opened up with Chastity and Evil Ernie appearing. "Time to get ready for the plan and remember, we can not kill them".

"At least until after she appears then we can murder them both", Ernie grinned wildly.

"So we're not gonna give the redhead to Gath?" Chastity asked with a smirk.

"Of course not", Purgatori said. "I know for a fact that he would plan to betray us and no one tries to betray me and get away with it". With that Purgatori flew off.

"This is going to be great. I can finally kill that bug for stealing my woman", Ernie said as he left leaving Chastity to glare at him.

"You're still caught up on her after she abandoned you? Ernie you idiot", Chastity said as she walked away.

 _'Ellie_ ', Pantha thought to herself in worry.

 _ **-with Peter-**_

The group arrived at the abandoned warehouse where Logan began sniffing the area. "This is the place", Logan said.

"So what's the plan?" Carol asked.

"Our mission is a simple extraction", Peter said. "We'll cause a distraction and take on the villains while Vampi goes in and rescues her friend. The moment Vampi gets Pantha out of their we split. Don't worry about them calling for back up, I've already got that covered".

"Since when did you grow into a leader?" Logan asked slightly impressed.

"A while ago. I had to adapt at that moment", Peter said as he took a few steps forward when he stopped as his Spider Sense went off. He then turned to Logan with a smirk under his mask. "Hey Logan, how sharp are your claws?"

"Really sharp bub", Logan smirked back as he popped his claws.

The Nazi soldiers were lined up at the door with Purgatori, Chastity, and Evil Ernie with them. Gath levitated behind them all as he watched this go on. Soon enough the doors opened and... no one was there. This caused the Nazis to lower their guns a bit.

"Where are they?" Ernie asked.

"I don't know I using my telepathy and I can't read anything from anyone", Purgatori said. Soon enough a portal formed from the left with Logan popping out.

"AAAAARRRRGGGGG", Logan roared as he tackled Purgatori to the ground. The soldiers Logan and was going to fire when the others appeared. Peter, Sonja, Wanda, Strange, Carol, Jess, Johnny, and Mari all jumped out to attack.

"Flame on!" Johnny yelled as he flew over to Evil Ernie and picked up to fight elsewhere. Purgatori extended her claws and slashed Logan in the face only to be stabbed in return in the shoulder.

Mari used the Tantu Totem to use the abilities of a Rhino and a cheetah to bulldoze through most of the Nazis and into Chastity before slamming her into a wall. Sonja slashed through a few Nazis just as Carol and Jess flew around and blasting them with photon blasts and venom blasts.

Peter dropped down to meet Logan, who had just been thrown off of Purgatori, to help him face Purgatori. "I had a feeling you wouldn't come alone", Purgatori said before swooping down to attack Peter.

"Was I not suppose to bring in allies when you brought friends of your own?" Peter questioned as he webbed Purgatori's wings together.

"Yes you were!" Purgatori called out only to be punched in the face by Logan.

"Shows how much of an idiot you are if you thought that we'd do that", Logan said.

Doctor Strange and Scarlet Witch levitated to confront Kulan Gath. "Doctor Strange it is my dishonor to see you again", Gath spat out.

"The feeling is mutual", Strange said. "It's time I paid you back for what you did last time".

"We'll see about that", Gath said. With that the three began fighting as Strange and Wanda began casting spells and blasting hex bolts at Gath who easily swatted them away. Gath went forward to cast a spell and blasted Strange and Wanda to the ground. "You've gotten weaker since the last time we fought Strange. What have you been doing with your life?"

"Fighting scum like you", Strange said as Gath was blasted away by Wanda who was able to get back up. "Also, I'm still as powerful as I use to be".

"Of course you are", Gath said before his eyes were webbed up. When he removed the webbing Gath was met with the sight of Peter Sonja charging at him.

 _ **-with Pantha-**_

Pantha was still chained up with Dr. Midwinter walking over to her. "I have waited so long for this moment Pantha you have no idea", Midwinter said.

"What do you want?" Pantha growled.

"You should know what I want Pantha, I want that", Midwinter said pointing to her necklace. "The scarab of Atum-Ra; I have wanted this for a long time". Midwinter reached out to grab it.

"It's not yours to just take", Pantha growled again.

"And who id going to stop me, Sekhmet?" Midwinter asked calling Pantha by her real name.

"I am". Dropping from the ceiling and slashing Midwinter's arm off was Vampirella. She proceeded to kick Midwinter in the face before turning to Pantha. "When will you learn to ask for help?"

"You can't talk at all", Pantha said with a smile as she was being freed. Soon enough Pantha was freed and just as Midwinter was getting back up, she stomped his face back into the ground. "We better help your friends".

"Agreed", Vampi said as the two ran towards the fighting.

Midwinter was getting back up after they left. "I'll get you both, I'll-" He was cut by a hand grabbing him by the neck.

 _ **Hello Midwinter, you remember me don't you?**_ Midwinter froze in fear as he saw her. The moment he could move, he tried his damn hardest to escape but she wouldn't let go. _**I'm surprised you're still alive but that's a problem I can easily rectify**_.

"No please don't L-AAAAAAGGGHHH!" Midwinter yelled as a blade was shoved through his chest.

 _ **-with the others-**_

Peter and Sonja were thrown to the ground but were able to get up quickly to avoid an attack. "You owe us some answers Gath!" Sonja said as she leapt up to attack him.

"Foolish She-Devil, did you think that would work?" Gath asked.

"Yes I did because it served as a distraction", Sonja smirked. Soon enough, Gath was slammed by Purgatori who was thrown into him by Logan. With Strange and Wanda's help the two were restrained via the crimson bands of Cyttorak. "Now then Gath you'll tell us why you sent me here, why you erased our memories, and why you're attacking us".

"Why did I do all of this to you and the Spider-Man? It's simple, because I hated the both of you", Gath spat out. "I sent you here She-Devil because I had unfinished business with you. I sealed away your memories of each other because I had hoped that you would never meet the moment I sent you here. But you did meet him so I had to make my plans for the both of you and decided to work with Purgatori and her allies to finally kill you both".

"Well, your plan failed", Peter said. "It's over Gath and Purgatori, and you both will be sealed away".

"That's where you are wrong Spider-Man", Gath said. Soon enough Peter Spider Sense tingled and Peter tackled Strange to the side to keep him from being impaled by a large spike. "Finally free".

Soon enough a wall exploded with Johnny falling through it. He was able to keep himself from hitting the ground and light himself back on fire. Ernie came walking back out as Chastity, Purgatori, and Gath stood by him. The heroes got together and helped Johnny up just as Gath stood in front of them.

"It's time we stopped playing and get serious", Purgatori exclaimed.

"Let's see you all deal with these!" Gath said as more than a hundred Nazis appeared and began attacking the heroes.

"Who is that guy anyway?" Johnny said as they were being attacked.

"No idea but I have something for this", Peter said as he pressed a button. Within seconds the other Avengers, Cap, Thor, Havok, Wasp, and Rogue, appeared to lend the heroes aid. As skilled and numerous as many of the Nazis were, they couldn't handle the power of a Thunder God.

"Thanks for calling us in. I was starting to get bored with waiting", Steve said as he kicked two Nazis away.

"Hah, Cap made a funny!" Peter joked.

"Well let's hope this can help cure you of this boredom", Logan said with a smirk as they fought Nazis.

Soon enough Carol and Jess fought with Purgatori while Gath was attacked by Strange, Wanda, and Thor. Vixen continued fighting against Chastity and managed to kick Chastity away. Logan on the other hand was fighting against Evil Ernie.

"Wow you look like shit", Logan commented with Ernie trying to punch him and missing.

"Shut up!" Ernie yelled as he went for a punch only for his hand to be slashed off and kicked away. Ernie got back off as he put his hand back together.

"Ah crap", Logan said.

"That's right I can't die", Ernie said with an evil smile.

"Really now? Let's see if that's true", Logan said as he smiled darkly as he extended his claws before lunging at him.

Everyone else fought against the Nazis with most of them being defeated by Peter and Havok. Peter jumped over Havok to a Nazi in the face with Havok blasting another with a cosmic beam. Peter began attacking Nazis left and right and knocking them all out with precise strikes.

As every other Nazi was being defeated, Vampi and Pantha arrived and saw the others fighting and joined in. Pantha transformed into a panther and slashed a few Nazis with Vampi kicking a few in the face.

"Glad you two could join us", Peter said kicking another person in the face.

"Wouldn't want to miss this", Vampi said with a smile as she slashed another person.

As everyone was fighting Logan ended up kicking Ernie away. A Nazi tried to attack him from behind when Pantha pounced on him as a panther and slashed the man's arms. Soon she saw Logan who was now looking at her in return.

"Been a while huh?" Logan said only to get slapped by Pantha... hard. "The hell was that for?"

"For not calling me back asshole!" Pantha growled.

"I lost my memories", Logan said getting slapped again. "Stop slapping me!"

"Quit making up excuses!" Pantha yelled.

"Guys let's deal with this later, please", Peter said as he jumped into the ceiling.

"Fine", the response from them both.

Ernie got up to attack Logan when Peter swung kicked him away. The two entered a different room where they were far away from the others. As Peter was getting up, his Spider Sense tingled as Ernie was trying to attack him.

He flipped himself back up before blocking an incoming punch and leg sweeping him. Ernie flipped back up and tried to attack when Peter blasted him with his new cosmic blasts.

"When could you do that?!" Ernie asked shocked that Peter could do that.

"A few days ago actually", Peter said before ducking under an attack and webbed up Ernie's face before kicking him away. "I'm guessing you never truly learned how to fight huh?"

"You won't be talking when your mind is fried", Ernie said. However nothing happened to Peter.

"Let me guess, you're a telepath as well", Peter said. "We have so many telepaths these days that I've decided to make something that can stop telepathic attacks. I call it a Psychic Canceler, originally Psychic Magnet. I'm not good at naming this".

"It doesn't matter", Ernie said throwing a fury of punches that Peter is either countering or avoiding. "I don't care about you're experiments or anything. I just want you dead".

"You don't even know me ugly", Peter said.

"I don't care I just want my woman back! The woman who's been talking to you in your dreams!" Ernie said. At this Peter's eyes widened.

"Wait you know who is after me? If you know then besides being crazy, why are you trying to kill me?" Peter said.

"Because she was my woman and you stole her from me!" Ernie yelled. "I loved her, she was mine, and then when she came here she fell for you!"

"Really? She's making comments about killing me and you think I'm trying to steal your woman?" Peter questioned as he jumped over Ernie and webbed him up.

"I loved her and I murdered people for her! You wouldn't understand anything about our relationship at all!" Ernie yelled out.

"Yeah, I probably wouldn't", Peter said. "Dude if she means that much to you then you take her back. You can have her, I don't want her".

"Really, well about time you... wait, what do you mean I can have her? She not good enough for you?"

"I can never win in any argument with a crazy person", Peter quipped as he jumped over Ernie once again. "By the way aren't you dating that other chick?"

"I'm gonna kill you you!" Ernie yelled out.

" _ **That's enough boys**_ ", the cold chilling voice called out. A plume of fire erupted from the ground causing Peter and Ernie to look towards that direction. Standing there as the flames died down, was the woman who has been haunting Peter for months now. There she stood wielding a sword in her left hand. She wore black clothing (if you can call it that) with gold miniature skulls accenting her look.

Back where the others were fighting Purgatori who was fighting Carol and Jess pushed both heroines back when she smelled the scent of her long time enemy. "She's here!" Purgatori said to herself with a growl.

Peter looked at her as his spider sense was blaring and he released his stingers. "I-It's you isn't it?" Peter asked.

" _ **Yes, it is me Spider-Man**_ ", she said as she took two steps forward. " _ **I never got to tell you who I am. I am Lady Death and it's a pleasure to finally meet**_ ".

 **Next time Peter, allies, and enemies vs Lady Death.**

 **Hey everyone the day after this chapter is posted, I will be posting Chapter 24. I hope you enjoy this is the season 2 finale that I wanted to make.**


	24. The Arrival Part 2: Lady Death

Hello everyone, as I said earlier I will be posting chapter 24 the next day after chapter 23. I ended up writing this chapter weeks/months before chapter 23 was created though it took a while to finish up. Anyways I hope you enjoy!

 **Deadpool: Wait, wait, wait, before you start why was I only seen in one chapter out of this entire season?**

What are you talking about? This is your third appearance.

 **Deadpool: That doesn't count! I've only been seen in this story once plus you promised me a lemon with Domino. Where's my lemon with Domino? WHERE'S MY LEMON WITH DOMINO?!**

Alright, I get it, relax! You'll have your lemon with Domino, just let this story go on. Besides Lady Death makes her actual debut in this story.

 **Deadpool: We both know what gonna happen Musik, Lady Death is gonna-**

DEADPOOL, SHUT IT! DON'T TELL THE STORY! Also new disclaimer.

 **Disclaimer: Spider-Man is own by Marvel, Red Sonja and Vampirella are owned by Dynamite Entertainment, and Lady Death is owned by Coffin Comics. Other Marvel, DC, and Dynamite Entertainment characters will appear.**

* * *

 _ **Chapter 24: The Arrival Part 2: Lady Death**_

Peter stood on one knee as he released his stingers. His Spider Sense was blaring at him as it warned him that she was dangerous. Lady Death on the other hand was slowly walking towards Peter with a content evil smile on her face all the while holding a sword. Ernie approached her and stopped a few centimeters in front of her.

"Lady D don't you remember me?" Ernie asked.

" _ **Yes, I remember you Ernie**_ ", Lady Death said. " _ **It's been a while and I honestly did miss you**_ ".

"If that's true then why him?! What about me?!" Ernie demanded an answer.

" _ **Truth be told Ernie, I was never in love with you**_ ", Lady Death said with a sadistic smile on her face. Ernie's face contorted into a glare at the woman he loved. " _ **I only asked you to kill people so I could lay waste to everything including you. You should've known that we weren't going to last at last**_ ".

Ernie fell to his knees glaring at the ground. Soon enough Peter spoke. "Wow, you enjoy playing men's hearts, don't you?" Peter asked.

" _ **No of course not. I enjoy breaking the men around in a painful yet pleasing way**_ ", Lady Death said.

"And you think you'll be doing that to me?" Peter asked.

" _ **Yes, and trust me I've waited a long time just to do this**_ ", Lady Death said before she disappeared instantly. Peter instinctively jumped away to avoid being slash from behind. Lady Death charged at Peter again but Peter instinctively shot a web net that temporarily trapped her. He shot two web lines and took off to the ceiling just as Lady Death began to phase out of the webbing. " _ **Sorry Spider, but this won't save you from me**_ ".

Soon enough Lady Death's eyes glew as she was making Peter come back to her. She readied her sword to strike him... when Purgatori appeared and attacked her by tackling her into a wall.

"Purgatori, I'd love to revisit old times but I'm kinda busy right now", Lady Death said.

"I don't care! You'll pay for everything you've done to me!" Purgatori yelled as she began to grab Lady Death and slam her into the ground.

With Purgatori dealing with Lady Death, Peter took the opportunity to escape. He made it back to the others to see that most of the Nazis were all defeated by the other heroes. As he went towards the others, Gath was able to defeat Thor, Strange, and Wanda causing them to fall to the ground. Acting on pure instinct, Peter raced over to catch Wanda and prevent her from hitting the floor.

"Thank you", Wanda said.

"Anytime", Peter said.

"I'm through playing these games", Gath said as he started using his powers to attack everyone. "All of you will bow before me".

"Gath stop this! We have an even bigger problem to worry about!" Peter tried to warn. Soon enough, Peter was being lifted up by Gath.

"Your tricks won't work on my Spider-Man", Gath said.

"I'm not trying to trick you idiot! She's here, the woman that has been after me for months!" Peter called out.

"Oh no", Vampi said to herself as Sonja, Mari, and others's eyes widened at this.

"No more! I will not hear another w-AAAAAAARGH!" Gath said as a blade pierced through his front. This caused Peter to fall only for Mari use a cheetah's speed to catch him and bring him over to the others.

" _ **You should've listened to him Gath**_ ", Lady Death said as she removed the blade from Gath's body before decapitating him. Gath's head and body fell to the floor. This gave everyone a look at the woman who has been stalking Peter for months now. Vampi and Pantha were wide eyed and growled in anger.

"Her? This whole time it was her?" Vampi said causing Sonja to turn to her.

"You know her?" Sonja asked getting everyone to look at her.

"Yes, I've fought her before but I didn't think she would be here or stalking Peter for these last few months", Vampi said. "Hell, she disappeared when I tried tracking her down".

" _ **It's been a while Vampirella. By the way, Dixie is doing just fine where she is**_ ", Lady Death said with an obvious smirk. This caused Vampi to glare at her and extend her claws. " _ **Everyone my name is Lady Death. All I ask is to have the Web-Head. Comply now and your deaths will be quick and painless**_ ".

"If you think we're just gonna hand over our friend, you've got the wrong idea woman", Logan said.

" _ **Well then, suit yourself**_ ", Lady Death said before blasting the ground. On the outside, the abandoned warehouse exploded in a plume of fire. Everyone around the area saw this as smoke went into the skies. Soon enough, all the heroes were teleported onto the outside.

"Crap all those Hydra soldiers were still inside", Logan said.

"I'd worry less about them and more about yourself", a voice said. The heroes looked up to see Amora levitate downwards. "I have a feeling that this is just the beginning"

"Amora what are you doing here?" Thor asked as approached her.

"Who is she?" Sonja asked.

"Thor's crazy ex", Peter said.

"I'm here to help you stop her because she would destroy everything if not", Amora said.

"We could use more allies", Johnny said.

"Fine but we need to talk afterwards Amora", Thor said.

"I know", Amora said.

Soon enough a portal opened up with Purgatori, Chastity, and Ernie walking out and all badly hurt. "Dammit, she blew up the whole warehouse", Chastity said.

"Exactly what I thought but that doesn't matter, we just need to stop her", Purgatori said before stopping in front of the heroes. "The hell you all looking at?"

"What, ready for a round two? We've got bigger problems", Logan said.

"We know that", Purgatori said. "That's why we're gonna help you out".

"What?!" the heroes say.

"Let's get something straight. I hate you, all of you, but if we don't stop her she'll destroy you all and that is our job", Purgatori said just as something erupts from the blaze and into the sky. It was Lady Death. "So for now, temporary truce?"

"Fine", Cap said. The heroes and the villains stood together as Lady Death levitated down to confront them all.

" _ **Well isn't this a sight to see. Heroes and enemies standing together**_ ", Lady Death said. " _ **This should be interesting**_ ".

"We stop her here and now", Vampi said.

"Agreed", Cap said. "Everyone, take her down!" With that everyone charged at her except for Ernie. Lady Death went head first into fighting them all.

Carol and Thor went for a punches when Lady Death used her sword to create a shock wave and blow them back. Jess shot her venom blast at her but were deflected back at Jess and caused her pain. Logan, Vampi, Sonja, Pantha, and Cap charged at her but Lady Death jumped in the middle of them to blow them away in separate directions.

Purgatori flew in to attack and tried to slash her with her claws. Lady Death phased through Purgatori's attack when she was blasted by Havok's cosmic beam. Lady Death was knocked back but jumped up to attack Havok and almost stomp on him if he didn't move out the way. As she was getting back up, Wasp began blasting her only to swat Janet away. Luckily Havok caught Jan.

Before Lady Death could attack them, Peter swung in to attack her and punched her in the face giving his teammates the chance to move. Lady Death smiled at this and began laughing before trying to slash him which he jumped over. Lady Death did grab Peter by the neck mid jump and held him up until she was ruched by Purgatori.

Peter escaped her grip and jumped away when Chastity ran past Peter and pulled out two knifes and tried to stab Lady Death. Purgatori was blasted off of her and fell on to the hard ground. As Purgatori tried to get back up when she was blasted by a beam of magic.

Rogue flew in to attack and managed to punch Lady Death back and stopping her attack on Purgatori when Lady Death kicked Rogue away. Johnny began flying upwards with Mari using the abilities of a Rhino, Cheetah, and Gorilla to attack her. Mari was able to kick Lady Death in the face while Johnny began shooting fire at her.

Lady Death was able to catch Mari and place her directly in the flames to burn her. "AAAAAAAGGGHHH!" Mari screamed. Johnny realized what happened stopping charging at her when she used the hilt of her sword to knock him into the ground. She went to Johnny when Vampi tackled her.

" _ **Still have have enough fight left in you huh?**_ " Lady Death said with a smile.

"Of course I do", Vampi said as Vampi punched Lady Death in the face before jabbing her claws into Lady Death's arm forcing her to drop her sword. Lady Death was able to kick Vampi back only to see the others charging in. While this happened, Mari used the abilities of a tapeworm to heal her wounds.

As the fighting was going on Strange, Amora, and Wanda was working on a spell. "This sealing spell will take every once of power we have into order to seal her away", Amora said.

"Are you sure it will hold her?" Strange asked.

"In theory yes", Amora said.

"Good enough for me", Wanda said.

While was fighting Evil Ernie was still standing as he watched Lady Death fight everyone. As he watched Peter jump in to attack her and fail, Ernie decided to look into her mind. Lady Death was able to throw Havok into Rogue as he looked around. It was at that moment that Ernie's eyes widened before a vicious smile appeared as he charged in. Ernie ran forward and punched her hard in the stomach sending her flying back.

" _ **Gahhh! Ernie what are you doing?**_ " Lady Death glared.

"What do you think? I'm getting rid of you impostor! Hahaha!" Ernie laughed as he attacked her again.

" _ **You dare call me an impostor?!**_ " Lady Death yelled as she blasted Ernie who began to heal his wounds immediately.

"Of course I call you an impostor because I know your secret", Ernie said. Lady Death's eyes widened before she cast a spell on him and blasted him into the sky. Ernie ended up on the moon as a result.

"Dammit now what do we do?" Logan asked.

"We keep her distracted as much as possible", Steve said. "Strange, Wanda, and the Enchantress are working on a spell to seal her away".

"Alright then", Logan said. Peter heard this and began speaking to himself.

"She's too strong. If we're going to distract her we'll need someone strong enough to hold their own against her...", Peter said before looking to Rogue. "... and know who". Peter got up and signaled for Thor, Logan, Carol, and Havok to come to him. "Guys, I've got an idea".

"Any idea would be good right now", Logan said.

"Simple, we let Rogue absorb our powers", Peter said as he helped up Rogue.

"Really now?" Carol said slightly apprehensively.

"We don't have a lot of options Carol, please?" Peter slightly pleaded.

"Alright but just this once", Carol said with Peter and Rogue nodding. Soon enough Peter, Logan, Thor, Carol, and Havok all put their hands out just as Rogue took off her glove. "This may not work though".

"That's because we're pulling our punches", Peter said. "She's one of those villains that we cannot allow to one".

"So we go all out?" Logan asked.

"Exactly", Peter said. "Rogue you're up".

"Ah'm on it", Rogue said before absorbing their powers.

Lady Death was now fighting Sonja as their blades clashed with one another. Sonja went to leg sweep Lady Death only for her avoid Sonja's attempt. Lady Death was now behind Sonja and held her in a headlock. " _ **She-Devil huh? I've seen actual she-devils more intimidating and threatening then you. Then again never seen one as tenacious as you**_ ", Lady Death said.

"Thanks for the compliment", Sonja said as she pulled out a knife and stabbed Lady Death in the side of her ribs. Lady Death yelled giving Sonja the chance to slip out of her grip just in time to avoid an incoming blast of electricity courtesy of Thor.

Rogue, Carol, Peter, and Logan followed up by attacking Lady Death with everything they have. Lady Death countered Logan's attack only to be punch by Peter. She blocked a blast from Carol only to blasted by Rogue using Havok's powers. Logan slashed her back while Carol uppercut her in the face and sent her in the air only to land on her feet.

As they continued to fight, a nearby news helicopter recorded the fight between them and Lady Death and aired in it on TV.

 _ **-MJ's apartment-**_

MJ watched the fighting and had her hands together hoping that Peter, Sonja, Vampi, and Mari were going to be alright. Despite her and Peter already broken up, she still cares for him. Right now now she just wants to make sure he and the others make it out alright.

 _ **-Baxter Building-**_

Reed, Sue, Ben, Franklin and Valeria watched the fight and were surprised by what they saw. "Uncle Ben who is that?" Franklin asked.

"I don't know who that is Frankie", Ben said as he held the kids.

"Kids it's best that you might want to get to bed", Sue said.

"But mom-", the kids began to say.

"No buts, go on and don't worry Uncle Johnny and Peter will be alright", Sue said.

"Okay", Franklin and Valeria said as Ben took them to their rooms.

"Sue just in case can you go prep up the medical room?" Reed asked. Sue nodded before going off.

 _ **-Avengers Tower-**_

Tony saw the fight going on and was worried. "So this is the woman after Peter", Tony said. "I really hope the kid makes it through all of this".

 _ **-Jean Grey School for Higher Learning-**_

The fight was being viewed by Storm, Kitty, Beast, Iceman, Betsy, Rachel, and Nightcrawler.

"By the goddess", Ororo said.

"I hope everyone makes it out of this in tact", Beast said.

"That's all that we can do Hank", Kitty said.

 _'Peter, Sonja, Vampirella, you three better not die'_ , Betsy thought to herself.

 _ **-Back at the fight-**_

Lady Death went tried to use her sword to attack them when Peter thwiped a web-line to her sword and took it away. Just in time Carol and Rogue to punch her in the face. Lady Death was staggered a bit but regained her footing and brought her sword back.

Soon enough the spell was complete and the three magic users began to open a portal to hell. "Everyone get out of the way!" Wanda yelled.

"We've created a portal to hell to send her there", Doc Strange said. "Come over to us". Everyone nodded before running away from Lady Death as the portal began to open and sucking Lady Death through.

Lady Death tried to resist and managed to walk away far enough to be almost unaffected. " _ **Nice try but I'm not going anywhere**_ ", Lady Death said.

"Yes you are", Peter yelled as he charged at her. Using every once of his power Peter managed to punch Lady Death back towards the portal to hell.

As Lady Death was trying to fight back and keep herself from going through the portal, she used her powers to bring Peter towards her. " _ **Fine but I'm taking you with me**_ ". With that Lady Death grabbed her sword and when Peter was near her, she thrusted her sword through Peter's chest much to Peter's dismay.

"SPIDER-MAN!" everyone yelled as Peter was stabbed through the chest. They weren't the only ones as everyone home watching these events saw what happened. MJ was horrified, Reed was also horrified, Tony was shocked that this happened, and the X-Men were shocked, angry, and worried.

Lady Death smiled at this. " _ **Game over Spider,**_ _ **I win**_ ".

"N-No you... d-don't", Peter said before he extended his stingers and stabbed her right back much to her and everyone's surprise. Soon enough Mari ran by and grabbed Peter and pulling him off of her sword as Lady Death was going back to hell.

As she was going back to hell she smiled again. " _ **Well played Spider but this won't hold me... and I will be back**_ ", Lady Death said a she disappeared. " _ **Until next time...**_ " After she disappeared the portal closed. Our heroes had won. However, Peter was in critical condition.

Everyone ran over to where Peter was and saw that he was now gasping for air and choking on his blood through his ruined suit. Johnny had got a call on his com and Reed spoke. " _Johnny bring him to the Baxter Building, I have the medical room set up_ ", Reed's voice spoke.

"Gotcha", Johnny said. "Doc can you teleport us to the Baxter Building?"

"Of course", Strange said before he warped them all to the Baxter Building leaving Purgatori and Chastity there.

"We need to go", Chastity said. Purgatori nodded before creating a portal for the two to walk through.

* * *

 **Baxter Building**

The team was able to get Peter to the Baxter Building where they immediately got him to the medical room of building. There, Ben placed on the table while Reed grabbed a syringe. Sonja, Vampirella, Pantha, Wanda, Mari, Logan, Havok, Rogue, Jess, Carol, and Johnny watched with worried looks as this was happening.

Soon enough Peter started to cough up blood alerting Reed and shocking the others inside and outside of the room. Reed ran over to his side with a syringe in his hands as he moved the sleeve of Peter's Spider-Man suit upwards.

"Stay with me, Peter!", Reed said. "I'm not losing a friend!" Reed had to hurry so he dug through Peter's skin with the needle and injected the contents inside into Peter.

A second later, Peter shot up screaming. "AAGGGGGHHHHHHHHH!" Peter shot a web-line at a nearby trashcan and proceeded to vomit blood. The sight of this caused Reed to resist the urge to throw up as well. Soon enough, Peter dropped the trashcan (surprisingly it didn't spill) and laid back while the deep stab wound started to heal quickly. "What did you do?"

"I used a serum I made with a sample of Wolverine's DNA to create a temporary healing factor for you. You're gonna be alright", Reed said.

"Thanks Reed. I don't know how to repay you", Peter said.

"Just don't scare us like that again. Franklin looks up to you and I'd hate to see him upset", Reed said with a small smile. "Now get some rest, it's been a long day". As Peter closed his eyes to rest, Reed went outside to tell the others the good news. "Peter will be alright he just need some rest". At this the others sighed in relief while Wanda almost broke down in tears only to be comforted by Rogue and Jess.

Vampi slammed her fist into a wall creating a dent as she growled in anger. "I should have known it was her", Vampi said. "If I had known..."

"There's no way you could have known Ellie", Pantha said as she walked over to her. "Besides, your friend is still alive. Let's be thankful that he's alright". Vampi nodded before she and Pantha were accompanied by Sonja.

"You okay?"

"Yeah I'll be fine", Sonja said. "I just hope Peter will be fine".

Soon enough, Tony walked in through the doors. "Steve I saw what happened. Is Peter alright?" Tony asked.

"He'll be fine. Reed used a serum to help him", Steve said. "This Lady Death was terrifyingly powerful".

"Indeed she is", Thor said as he walked towards them.

"That's true", Steve said. "By the way, where's Amora?"

"She's outside right now", Thor said. "She, Wanda, and Stephen used up a lot of magical power so she won't be using her magic for a while. I tried talking to her but she won't speak until after the Spider-Man has awakened".

"Well that's interesting", Tony said. "We'll have to inform the Justice League about what has happened".

"Agreed", Steve said. "Well we better go tell them what happened". With that the three walked off.

* * *

 **Elsewhere**

Kang the Conqueror saw the battle through a device before he sighed at the results. "Lady Death has been defeated and sealed away. In the end, my actions have caused a disruption in the timeline and now Peter Parker is resting from the attack".

He soon turned the device to something else and watched as what looked like two Earths colliding into each other. The resulting explosion caused screen to go white.

"By the end of the day however it was all worth it", Kang said. "Spider-Man you will be facing against more destructive threats and sadly I won't be able to tell you everything but I did leave you something at Horizon Labs for you to understand. Good Luck Spider-Man". With that, Kang disappeared.

* * *

 **Moon**

Purgatori, Chastity, and Ernie were on the moon with Ernie laughing to himself. "I thought she didn't love me", Ernie said. "It was just a lie because she was a lie".

"What are you talking about Ernie?" Purgatori asked.

"I read her mind", Ernie said. "When she first appeared she told me that she never loved me and that everything was just a game to her. but then I read her mind".

"And?" Chastity asked.

"I saw that she wasn't herself", Ernie said with a huge smile. "What am I talking about, that wasn't her to begin with".

"What?!" both ladies yelled out in shock.

"That's right, that wasn't Lady Death", Ernie said. "And I know exactly who she is".

"Who?" Purgatori asked. Ernie smiled as leaned forward to tell them both who that woman was.

* * *

 **Elsewhere**

Lady Death landed back in hell on her back before laughing. " _ **That was pretty fun**_ ", Lady Death said. " ** _Next time Spider I will have you_** ". Lady Death began to laugh before something happened. As we look up to her shadow she begins to laugh harder with horns protruding from her head.

Watching this transformation was a blonde woman who was chained up. She glared at the person in front of her and vowed to get revenge.

 _ **SEASON 2 END**_

Next time in season 3...

 _ **-Teaser 1-**_

"I'm activating it now", Steve said with Peter, Sonja, Vampi and Mari behind him. Steve pressed a button and a screen popped up asking for a voice command. "This is Steve Rogers. Activate Avengers World".

" _Avengers World activated, Captain Rogers_ ", the system said.

 _ **-Teaser 2-**_

Peter laid in the bed trapped in Octavius' body when someone entered the room. " _ **Hello Peter, I'll be making sure you're taken care of**_ ", the cold haunting voice of Lady Death said as she walked into the room much to Peter's horror.

"Oh no", Peter said.

 _ **-Teaser 3-**_

Peter, Vampi, and Sonja walked into the lab to see who it was inside the tube. A man with short blonde hair and a gymnast's body. "Oh my god", Peter said in shock.

"What?" Sonja asked.

"I know him. This is my clone/brother Ben Reilly, the original Scarlet Spider", Peter said. "He's suppose to be dead though".

 _ **all of this and more coming in 2019!**_

 _ **Next time Peter wakes up and greeted by family and talks with Sonja and Vampi.**_


	25. Coming Together

Hey everyone, this is season 3 of Vampi, Spidey, & Sonja and I hope you enjoy it. This season will (unfortunately) deal with the Dying Wish storyline. As much as some people like Superior Spider-Man, this story will take a different turn. Also, Pantha will be moving in with the main cast, someone will be getting pregnant and strangers from another world visit Earth. Now then to answer comments from chapters 23 & 24.

 **Chapter 23 comment responses:**

 **Ricc850** : Yep Lady Death. Also Ragnarok isn't going to happen.

 **cabrera1234** : Sorry but no one outside of Marvel, DC, Dynamite Entertainment or Coffin Comics will appear.

 **gunman** : Yeah Pantha and Logan have some issues to work out but they will be getting along. Although she and Peter will be getting along (if you know what I mean).

 **Chapter 24 comment responses:**

 **ayrtonsenna4ever** : Trust me you'll be seeing Wonder Woman vs Lady Death one day, I promise you that.

 **gunman** : Nope that's not the devil, she's something else and just as bad.

 **cabrera** : It's somebody else that has connections to Lady Death.

 **Disclaimer: Spider-Man is owned by Marvel, Red Sonja and Vampirella are owned by Dynamite Entertainment, and Lady Death is owned by Coffin Comics. Other Marvel, DC, and Dynamite Entertainment characters will appear.**

* * *

 _ **SEASON 3**_

 _ **Chapter 25: Coming Together**_

It had been three days since the fight with Lady Death and currently at an airport, a private jet landed gently before smoothly stopping. After a few moments a door opened with a stairway leading to the ground. Soon enough, an elderly woman walked towards the door. This was Peter's loving aunt, May Reilly-Parker-Jameson.

As she was preparing to exit, her husband John Jonah Jameson Sr walked up to her. "May?" John said.

"I have to see him John. I know he can take care of himself but that's my boy", May said. "I just need to make sure he's alright".

"I was going to tell you not to forget your jacket May", John said with a smile. "And believe me, if my son was in the same situation nothing would stop me from seeing him. Go find Peter and tell him not to startle us again". May smiled as she took her jacket before hugging him. May began walking down the stairs to go find her nephew.

* * *

 **Elsewhere**

A taxi stopped in front of the Baxter Building. A man and a light green skinned girl stepped out of the car before proceeding to the door. "Why are we here again?" the girl asked.

"Beside I need to check on my idiot brother", the man said. "His ex-girlfriend called me and told me everything so I'm here to make sure that he isn't dead". The man spotted Sue walking by and went to her. "Excuse me but I need to check on Peter. I'm family of his, kinda/sorta".

"He's in the medical room on the fifteenth floor", Sue said. "Be careful though he has some interesting friends". At this the man nodded as he and the girl went to an elevator. They got in and the man pressed a button that caused the doors to close and head for the fifteenth floor. Soon enough the girl began to speak.

"You say that he's an idiot?"

"Yes he is".

"But you care about him?"

"What no! I'm just making sure that he's not dead, that's all", the man said as the elevator stopped. The moment they stepped out of the elevator and turned a corner, they walked into the hallway where they saw Logan, Carol, Jess, Johnny, Mari, and Sonja. Logan sniffed the air and turned to the man.

"Who the hell are you and why do you smell like the Web-Head?" Logan asked.

The man sighed before speaking. "I'm Kaine Parker, Spider-Man's brother and clone. I'm going by the Scarlet Spider now. This is Aracely, I'm looking after her", Kaine said.

"Hi everyone", Aracely said with a smile.

"I remember you, you're the one that killed the Spider Queen a few months ago", Carol said.

"Yeah that was me", Kaine said.

"Funny the Spider mentioned he had a brother but that he moved away to Houston", Sonja said.

"Yeah, I've been staying in Houston for a while now to make a name for myself", Kaine said. "Tell me, what happened to him?"

"We were fighting against an army of Nazis to save an Egyptian stripper when a death goddess came and attacked us", Logan said. "The Web-Head was stabbed through the chest so he retaliated and stabbed her right back".

"A death goddess, Nazis, and an Egyptian stripper? Wow, I knew he would go on wild adventures", Kaine said while shaking his head. "How long has been in there?"

"So far, it's been three days", Johnny said. "Apparently the serum Reed used on Webs that would help him heal faster was untested and after it worked Webs was knocked out".

"Reed said that he will wake up after a while", Mari said. "My guess is that his body needed rest and shut down. Spidey does tend to overtax his own body sometimes especially if he pushes himself too hard". At this everyone nodded in agreement.

"Egyptian stripper am I?!" Everyone looked to see Pantha walking towards them with Vampi following behind.

"Well you technically are one", Logan said with a smirk.

"Why you little-" Pantha said with growing anger as her eyes changed to resemble a panther's eyes. Vampi however grabs her by the shoulder.

"Easy Pantha relax", Vampi said. At this Pantha started calm down.

"Fine", Pantha said. Logan laughed a bit before being zapped by Jess Venom Blast causing him to scowl at her. It was then Pantha's turn to smirk. "That's what you get". She then turned to Kaine with questioning gaze. "Who are you?"

"This Kaine, the Scarlet Spider", Mari said. "He's Spider-Man's clone and brother".

"Huh, Spider-Man told me about you", Vampi said.

"And who are you?"

"I'm Vampirella, I'm Spidey's bodyguard. I'm been living with him to protect him", Vampi said. _'Although I haven't been doing a good job as of late'_ , Vampi thought to herself.

"Wow, you're brother must really love to surround himself with beautiful women", Aracely said. At this all of the women present blushed at the comment.

"We've been trying to find out why but still can't come up with an answer", a Logan said while shaking his head.

"Unfortunately so, the lucky bastard", Johnny said.

"Don't worry Johnny I'm pretty sure that there will be someone just for you", Mari teased causing a few to giggle.

Johnny pouted for a minute when he heard a slight moan. Johnny turned around to see something before alerting the others. "Guys, he's waking up!" Johnny said causing everyone to gather into the room. Peter began to open his eyes and saw that Sonja and Vampi were in front of him.

"Hey ladies, sorry for the scare", Peter said with a small smile.

"You'd better be sorry", Sonja said with tears in her eyes as she hugged him. "Don't you dare scare us anymore".

"I can only say that I'll try", Peter said.

"We know", Sonja smiled wiping the tears away. Vampi watched this happen and smiled but couldn't bring herself to go towards him. Mari walked over to Peter and hugged him.

"Hey Kaine, sorry to make you worry", Peter said as he started to sit up slowly.

"Hey I came here just to make sure you didn't die", Kaine said. "It's not like I came here just to check on you".

"Yes you did, after all he's your brother", Aracely said.

"Dammit Aracely", Kaine muttered to himself while the others giggled at him.

"Well even though Kaine won't admit it, I'm thankful he and you came here", Peter said. "I'm Peter by the way".

"Aracely. Call me Hummingbird", Aracely said as she stuck her hand out which Peter did the same and they shook hands.

"So how are you feeling?" Logan asked.

"Honestly I feel alright, I'll be better when I give Lady Death a piece of my mind", Peter said.

"She'll have to escape from Hell to do that", Carol said.

"Sadly that will happen one day so you might get your wish", Pantha said.

"That begs the question what will we do when she comes back?" Carol asked.

"Let's focus on that topic some other time", a voice called out. The group turned to see Reed Richards walking towards them with Sue, Ben, Franklin, Valeria, Mary Jane, and Aunt May. "I'm pretty sure that everyone here would love to see how you are doing".

Peter smiled as he leaned up. "Aunt May, MJ, hey", Peter said. Immediately May and MJ walked over and hugged Peter.

"You have no idea how much you made us worried", May said with a smile.

"Yeah sorry Aunt May. Sorry MJ", Peter said.

"Just take it easy alright, Tiger?" MJ said with a smile.

 _ **-Later-**_

Peter and a few others made it back to his apartment with Aunt May and Mary Jane accompanying them after two hours of talking and catching up at the Baxter Building. Along with them was Kaine and a sleeping Aracely, who decided to lay Aracely on Peter's couch.

"I hope you don't mid Peter, I'll be cooking dinner for everyone here", May said.

"You don't have to do that Aunt May, I mean I can cook for everyone here and-" Peter would continued had MJ not interrupted.

"Tiger relax, Aunt May wants to cook for all of us, then let her cook besides you just got better", MJ said.

"I'd listen to MJ if I were you", Kaine said with a hidden smirk.

"Alright then, I won't interject", Peter said. "So Kaine you are going to call Aunt May every once in a while right?"

"O-Of course I am", Kaine said slightly miffed at what Peter did. Earlier May had to sit down and talk with Kaine about trying to keep his existence from her. He also revealed that he was Peter's clone and that he's done horrible things in the past such as killing people. While Aunt May didn't like that, she said that she will always love him regardless of what he's done.

"That's good", May said.

"By the way, Pantha where will you be staying for the night?" Peter asked.

"Ellie said that I could stay with her for the night but I honestly think that I should find hotel to stay in. I don't want to impose on staying here", Pantha said.

"Hey trust me, it's no problem at all you can stay here for as long as you like", Peter said.

"Thank you", Pantha said with a smile.

"By the way where's Vee?" Peter asked.

"She's in your room. She also said that she needed to be alone for a while", Pantha said. "She's been like this ever since you were in a coma".

"I'll go talk to her and see what's going on", Peter said before he walk away to his room. Peter walked into his room find Vampi on the bed with a saddened expression and slowly approached her. "Hey Vee, are you okay?"

"Honestly no", Vampi said not looking to him. "Do you remember when you asked about Adam?"

"Yeah I remember. What happened to him?" Peter asked as he sat down next to her.

"His whole name was Adam Van Helsing and he was the first human man I fell in love with", Vampi revealed. "He was the first man to truly believe I was good and helped me out multiple times before".

"Something about me reminds you of him, right?" Peter asked.

"Of course you do", Vampi looked to him with blood red tears running down her face. "Peter when you were put in a coma, I thought you would die. I thought I was going to lose another person that I cared for". Peter's eyes widened at this. "Every person that I have ever cared for and tried to protect ends up hurt or dead and it would be because of me".At this Vampi broke down into tears with Peter grabbing her and pulling her into a hug. "I thought you would die, Peter".

"Listen Vee, I'm not going anywhere until it's my time. It's not my time right now and I won't let it happen", Peter said.

"How do you know Peter?! What makes you believe that?!" Vampi asked while crying.

"Because I have hope, Vee...", Peter said before he kissed Vampi passionately. "... and that's never going to change. I only ask that you have hope as well". Peter smiled to her causing Vampi to smile a bit before kissing him.

"I see you two have found your resolve", a voice said. Vampi and Peter looked to see Sonja standing in the doorway.

"You could say that", Vampi said as she wiped the tears from her eyes.

"Good because we are need that resolve for what comes later", Sonja said. "Let's make sure that we watch each other's backs the next time Lady Death attacks us".

"Agreed", Peter said as he put his hand out. Sonja placed her hand upon his and Vampi placed her hand upon their's. Just then two more hands were placed there as well with the three finding that Mari and Pantha were there.

"What? We're all friends aren't we?" Mari said with a smirk.

"Of course we all are", Peter said.

"Hey guys, dinner will be ready soon!" MJ's voice called out.

"We'll be there!" Peter said. With that the five began to leave when Vampi grabbed Peter's hand.

"Thank you Peter, for everything", Vampi said.

"Anytime", Peter said. With that the two went into the next room.

Outside of the window was a small golden Octobot that was watching everything. " _One of these days Parker your body will be mine_ ".

* * *

 **Elsewhere**

Purgatori hated a lot of things. She hated Lady Death. She hated Spider-Man. She hated anyone who opposed her. Hell she people questioning her sexuality. Chastity and Ernie have constantly questioned why someone who was only into women would willingly sleep with a demon male and almost marry him. She hated that a lot but what she hated the most, as of now, was that someone that she hates the most is not herself.

Purgatori was trying her hardest to remain calm. It infuriated her to think that the person that she thought was Lady Death was not actually her.

"I need to find that wall-crawling idiot", Purgatori said.

With that Purgatori used her magic to create a portal and entered it. The only thing that she hoped was that the Web-Head will listen to her otherwise this was going to be an interesting fight.

* * *

 **Epilogue**

In a room within Avengers Tower, Cap, Tony, Thor, and Amora walked to a machine that was shaped like an arch. "They should be on their way right now", Steve said.

"Hope so", Tony said. Soon enough the arch started to light up and a portal was opened.

"Here they come", Thor said. Soon enough, Superman, Batman, Wonder Woman, Zatanna, Power Girl, and Black Canary walked through the portal. "Hello friends, glad you could make it".

"Hello to you too Thor", Superman said. "So how's Spider-Man doing?"

"Dammit, I wanted to ask that", Diana muttered. Deep down, she and the other girls were worried about Peter's well being.

"I just got a call from Reed saying he just woke up. He went on to say that he appeared fine and was cleared to head home", Steve said. This calmed the girls down a bit but they still wanted to see him.

"Looks like we'll have to talk with him tomorrow", Batman said before looking at Amora. "What's she doing here?"

"I'm here because I have important information for the arachnid", Amora said. "I have desire to be here but as of currently I have been forbidden to step foot in Asgard, so I sought refuge here. Besides, Odinson is here and he makes my being here worth it".

"You really don't understand the concept of 'no', do you? Zatanna asked causing other of the girls to snicker and for Amora to glare at them.

"We'll talk with Spider-Man tomorrow. For now let me show you all the rooms you'll be staying in", Tony said leading the way. All the while, Diana began thinking to herself.

 _'If this Lady Death returns, she will no doubt try to get to him'_ , Diana thought to herself. 'Should that happen I need to be ready to defend him'. Diana wasn't to let anything bad happen to someone she cares about and this Lady Death would be in a world of pain should she harm a single hair on Peter.

 **Next time Peter talks with other Heroes and Lady Death's origins explained by Purgatori. Plus, Peter and Wanda have a moment together. Happy New Years everyone!**


	26. Explanations

**cabrera1234** : I honestly don't know. The last I heard is that Kaine completely abandoned her to go find and kill Ben Reilly.

 **Charles Ceaser** : Thanks.

 **DRAGONDAVE45** : Pantha and Logan will just be friends. I have plans on her getting together with Peter and plan to develop their relationship.

 _ **Lemon in this chapter!**_

 **Disclaimer: Spider-Man is owned by Marvel, Red Sonja and Vampirella are owned by Dynamite Entertainment, and Lady Death is owned by Coffin Comics. Other Marvel, DC, and Dynamite Entertainment characters will appear.**

* * *

 _ **Chapter 26: Explanations**_

Hell. No not a word to describe a situation. A fiery inferno where the souls of the damned depart to for punishment. Hell, the home of beings like Mephisto, Lucifer, Mephista, Satana & Daimon Hellstrom. However, they're not where the focus is on.

In one area of Hell was a blonde woman who was bound by enchanted chains and she struggled to set herself free. " _ **Uh, uh, uh, I wouldn't do that if I were you. Those chains are enchanted with magic and will electrocute you**_ ", a voice called out and the woman looked over to see Lady Death walk over. Lady Death smiled at her prisoner while the blonde woman glared at her. "I'm just looking for your well being. You can understand that right Hope?"

The now named Hope glared at Lady Death before spitting in her face. "Fuck you bitch", Hope said. At that Lady Death kneed Hope in the stomach before beginning to pull her hair while glaring at Hope.

" _ **You have no idea how much I want to kill you right now**_ ", Lady Death said before letting her go to writhe in pain. " _ **While I can't kill you now I will enjoy making you suffer. Besides you wouldn't be able to stop me at all, after all you're just human**_ ".

"I'm Lady Death! You stole my powers and is pretending to be me!" Hope yelled in anger.

" ** _HAHAHAHA! I'm not pretending Hope, don't you get it?! I AM YOU! I AM ALSO LADY DEATH! AND YOU CAN"T STOP ME! GWAHAHAHAHAHA!_** " Lady Death said as she laughed before she teleported away leaving Hope to glare at the ground.

"I will get out of here and I will make you pay", Hope said as she was determined to get out of Hell.

* * *

 **with Peter**

It had been a day since Peter woke up from his coma and currently Peter was on his way to Avengers Tower where Steve and Tony wanted to see him. He was currently in a car with Vampi, Sonja, Mari, and Pantha with Vampi driving. So far Kaine decided he will be staying in New York for a while to make sure Peter is alright. While headed to the Tower, Peter pulled out his phone and dialed a number before hitting call and placing the phone to his ear.

" _Hello?_ " a voice answered.

"Mr. Modell, it's me Peter. Sorry I've haven't been to work in a few days", Peter said.

" _Hey, it's no problem at all_ ", Max said. " _Your Aunt called to tell me that you were in an accident. I hope you are doing alright_ ".

"I'm doing fine Max", Peter said.

" _That's good to hear. By the way, I have a special announcement for everyone one week from now so make sure to come by if you can_ ", Max said.

"Understood", Peter said. With that Peter and Max hung up just as they got to Avengers Tower. The five got out and walked into the building where they were met by Logan, Carol, and Jess.

"Hey guys, I take it Cap called you all as well?" Peter asked.

"Yeah, he called us so we could explain what happened", Carol said.

"Besides, Amora is here and we kinda don't trust her and for a good reason", Jess said.

"Yeah, good reason to be cautious", Peter said.

"Why are you here Logan?" Pantha asked slightly annoyed.

"Because Cap and I are friends and he asked me to come along", Logan said. "Are you still mad at me?"

"A little bit", Pantha said as she looked away.

"Pantha look I get that you Logan have history together but please he's a good man. Can you find it in your heart to forgive him?" Peter asked. Pantha sighed before speaking.

"Fine", Pantha said. With that, a familiar person came walking in the room to find Peter and the others. It was Wanda who made her way over to Peter.

"Peter!" Wanda called out as she ran up and hugged him with tears falling from her eyes. "Don't you ever scare me like that again! I was so worried about you!"

"I'm sorry Wanda I didn't mean to scare you like that. I'll try to make sure that doesn't", Peter said as he hugged her back.

Wanda to let go of him and wipe the tears away while starting to smile. "I know, I'm just happy you're alright", Wanda said.

"We all are happy you're alright", a voice said. the group looked to see Diana, Karen, Dinah, and Zatanna walking over and hugging Peter.

"How many women do you see in a day?" Pantha asked with a confused look.

"Even he doesn't know that answer", Mari said.

"Hey ladies, sorry for the scare", Peter said.

"You had better be sorry. Don't you know just how worried we were?" Karen asked with a stern look.

"Yeah, don't do that to us again", Zatanna said.

"I know and I'll try to keep out of trouble", Peter said.

"That's all we ask Peter", Dinah said with a smile.

"I take it Superman and Batman are here as well?" Mari asked.

"Yes they are. We all came down to get food when you all walked in", Diana said.

"Well we better get going up there", Peter said and the large group began to walk to an enough the elevator pinged and the group went into the room where Steve, Tony, Thor, Clark, Bruce, and Amora were present. Everyone present got together the moment everyone entered into the room. "Hey everyone we made it up here", Peter said. "Superman, Batman, been while".

"Indeed it has been. Good to see you're okay", Clark said as he shook hands with Peter.

"I had a feeling that one day you would be surrounded by mostly women", Batman said as he looked around Peter to see mostly women around him with Logan being the only exception. "I take it these two must be Sonja and Vampirella?"

"Yes they are", Peter said. "Sonja, Vee, this Superman and Batman".

"I think we can tell Webs", Vampi said with a smile.

"That obvious huh?" Clark joked getting the two women to smile a bit with Vampi nodding. "So who's your friend?"

"My name is Pantha. I'm a friend of Ellie's", Pantha said as she gestured to Vampirella.

"Interesting", Clark said.

"Yeah and speaking of interesting, you two changed your costumes", Peter said as he gestured to their suits.

"Well, let's just say we were tired of wearing boxer shorts over out pants", Clark said. "Besides with everything that has been going on we needed to change a bit".

"Speaking of everything that has been going on, I think we should start talking about it", Bruce said. "The Enchantress has something to say about our current situation". At this Amora stepped forward.

"I was sent by Kang the Conqueror to help you all in stopping Lady Death from trying to destroy everything in the universe", Amora said. "He came to me after I returned to Midgard and showed me what was to come in the following months if Spider-Man died during your fight against her".

"What happened?" Steve asked.

"The worst possible scenario", Amora said grimly. "Everyone in the multiverse would have been in danger as strands of the Great Web became undone. Not only that but Ragnarok would have occurred once more".

"I thought that I stopped Ragnarok, how could this be possible?" Thor asked.

"Lady Death would have revived the World Serpent and an army of demons to invade and lay waste to all of Asgard and Midgard combined", Amora said. "Midgard suffers worse than Asgard as all of Midgard would be engulfed in flames and every person, man, woman, and child, murdered. Luckily though, that future is no longer possible as the Spider-Man is alive. However, I was told be Kang that I am to help protect the Spider-Man should Lady Death return, and believe me she _**will**_ return".

"Can we really trust Amora around Webs?" Tony asked.

"Given her backstory, I'd say no", Dinah said with most of the other women nodding in agreement. Amora has pissed off a number of people in the past after all.

"Trust me I don't like being around you mortals either but if it means making sure that everyone lives in the end then that is just fine by me", Amora said.

"For now we'll take your word for it", Bruce said.

"What we need to know is who is this Lady Death", Steve said. "Vampirella you've fought against her before haven't you?"

"I have fought against her but I don't know anything about her other than knowing that she is a total...", Vampi trailed.

"Bitch?" Dinah asked.

"I was going to say the "C" word but that works too", Vampi said with a smirk.

"Oh trust me she definitely is both words", a voice said. Peter and the others turned around to see Purgatori with a portal open so everyone could see her. "Hello everyone, it's nice to see you all too". Peter, Sonja, Vampi, Pantha, Wanda, Mari, and Logan all glared at her.

"What are you doing here?" Logan growled as did Pantha and Vampi as he popped his claws along with them. Peter's stingers came out while Sonja drew her sword, Wanda's hands glew red, and Mari used the abilities of a tiger to grow claws.

"Would it kill you all to relax? I'm here to talk to you all. I'm not here to fight you all...yet", Purgatori said.

"After you constantly attacked us, do you honestly think we'll take your word for it?" Sonja asked with a scowl.

"Everyone relax, she said she wasn't going fight us", Diana said as she tried to calm everyone down. "Besides she wants to talk".

"What do you have to talk about with us?" Peter asked slightly peeved at her.

"Who do you think? It's Lady Death I'm here to talk about", Purgatori said. Peter's eyes widened before he retracted his stingers. The others followed suit and retracted their claws and weapons while Wanda's hands stopped glowing red.

"Alright you have our attention, who is Lady Death?" Peter asked.

"Before she was Lady Death, her name was Hope. She was the daughter of a demon worshiping warlord named Matthias. Accused of witchcraft, she was to be burned at a stake but she said an incantation that opened a gateway to Hell where she renounced her humanity in order to escape persecution. She ended up conquering Hell, killed Lucifer, and took over Hell as it's ruler. The reason I'm telling you about her is because the Lady Death you fought isn't Lady Death".

 _'So that's what Kang meant by being ironic'_ , Peter thought to himself. "Who is she then?"

"Wish I could tell you but my memories about her were altered", Purgatori said. "All I can remember about her as that she almost killed me once".

"Probably for a good reason", Logan joked causing Purgatori to glare at him.

"If she isn't the real Lady Death then where is the real one?" Peter asked.

"I have an idea on where she is but with worlds ending I'll need to find her fast", Purgatori said.

"Worlds ending?" A few people asked at the same time.

"You all haven't noticed? Various worlds have been destroyed", Purgatori said. This caused almost everyone to go wide eyed.

"So it is happening here too", Clark said.

"What do you mean it's happening here too?" Logan asked.

"Over the last couple of weeks there have been problems arising in our multiverse. As of recently, a few of our Earths have been destroyed", Bruce said.

"WHAT?!" Everyone except Purgatori and the DC heroes (excluding Mari) yelled out.

"Yes various Earths are being destroyed by colliding into each other", Diana said. Peter and the others had a look of uncertainty and confusion on their faces. Why were different Earths crashing into each other?

"We found out when the residents of Earth Two came into our universe and informed us of the situation", Clark said. "We are continuing to investigate but we have no concrete leads as of yet".

"This happened to our world as well", Vampi said with a serious and terrified expression. This got everyone's attention. "Pantha, myself, and Purgatori were from the same universe with Lady Death. We fought in a large battle because Lady Death caused Heaven to fall and causing Armageddon".

"She did what?!" Tony exclaimed. This shocked everyone.

"I didn't want to believe either but she did when she told us herself", Purgatori said.

"Either way an even greater threat appeared and she managed to defeat it and stopped it from causing the end of all creation. However, it wasn't enough as another Earth appeared in sky", Vampi said.

"We would have died had our friend Pendragon not used a spell to bring us into another universe", Pantha said. "We ended up here in the mid 1960's as a result. We believed that it would never happen again but it looks like it's happening all over again". As the heroes were conversing about this Steve grabbed the side of his head as he was having visions of Tony as well Strange, Namor, T'Challa, Beast, the Inhuman King Black Bolt, and Reed standing over him.

"Steve, are you alright?" Bruce asked getting Steve's attention.

"Yeah, I'll be fine", Steve said.

"If this is true then we need to find a way to investigate what's going on", Bruce said.

"Agreed", Steve said.

"Why tell us this anyway, Purgatori? Don't you hate Lady Death?" Peter asked.

"I hate her more than you know Arachnid but I'm not gonna let someone else cause the end of existence by letting her kill you", Purgatori said. "Besides, I can't sit around and let this impostor go around causing you pain, that's my job".

"You really know how to make your intentions clear huh?" Peter said causing Purgatori to smirk.

"Of course I do", Purgatori said. "You better be careful because if she does escape you're gonna be in trouble". With that Purgatori closed the portal.

"I guess it's time we called it for now. In the meantime, it's best if you all stayed at Avengers Mansion for the night", Steve said.

"Actually, Diana and others will be staying for a while. Bruce and I have to go back and deal with Ra's Al Ghul", Superman said.

"We understand", Steve said. At that moment, Bruce walked up to Peter.

"I don't the current situation that is happening so I think heeding Purgatori's advice would be a good idea", Bruce said.

"That much I agree", Peter said.

"Good luck Peter", Bruce said before he and Clark began to leave.

"Bruce said that we'll be that we'll be staying here in the tower, correct?" Diana asked.

"Yes you will", Tony said. "Your rooms have already been made so you all can stay there for a while".

"So where will I be staying?" Amora asked.

"Where do you think? You're staying at Avengers Mansion as well", Tony said.

"Just know that we have our eyes on you though", Karen said causing Amora to turn her head.

All the while, Peter was thinking to himself. _'If I'm gonna fight against her then I'll need to finish my new suit as soon as possible. I won't let this Lady Death impostor kill me'_ , Peter thought.

* * *

 **Later**

It was late at night and currently Peter and friends were at Avengers Mansion. For the time being Peter, Sonja, Vampi, Pantha, Mari, and Amora will be staying there. Peter was on the phone with his Aunt May and talking to her about what's going on.

" _Are you sure that you'll be fine there Peter?_ " May asked.

"Of course I am", Peter said. "Don't worry Aunt May, I have help from friends if anything bad ever happens".

" _Alright, I trust you. Just promise me that you'll see me off tomorrow_ ", May said.

"I promise", Peter said.

" _Alright then. Well, I better get to bed soon so I'll talk to you later. I love you Peter_ ", May said.

"I love you too Aunt May", Peter said. before he hung up. At that moment Peter saw Logan, Carol, and Jess walking to the door.

"Wait you guys aren't staying?"

"As much as we could, we can't", Logan said. "I have a class in the morning".

"I have to report to SHIELD about something classified", Jess said.

"And have to report in to SWORD", Carol said. "Sorry but we're gonna be busy for a while Webs".

"Hey it's fine, I understand", Peter said.

"If you need anything don't be afraid to let us know", Carol said.

"I know and thank you", Peter said as he hugged Carol who beamed with the brightest smile she could muster. The same happened with Jess as she hugged him as well.

"See you later Pete/See ya Webs/Take care Peter", Jess, Logan, and Carol said at the same time as they left.

With that the three gone, Peter walked to his room where he found Sonja, Vampi, Pantha, and Mari in the same room. "You four are sleeping in here?" Peter asked.

"Yes, the Wasp lady told us to sleep here in the same room", Sonja said.

"She also wants to make sure that you don't get us all pregnant", Vampi said with a smirk with Mari and Pantha.

Peter placed a hand on his head before turning to Sonja. "Did you have to tell her about what we did?" Peter asked.

"I wanted to tell them all what they were missing. Are you embarrassed by what we did?" Sonja smirked.

"No I'm not it just-" Peter stopped mid sentence and sighed. "You're having fun with this aren't you?"

"Maybe", Sonja said with a sly smile and causing the other three to giggle.

"Well I better head to my room then", Peter said.

"Alright goodnight Peter", Mari said as the others waved. Peter headed down the hall and was met by Amora.

"Don't think this makes us friends Arachnid. I'm just to avert a crisis", Amora said.

"I know Amora", Peter said before he began walking again before he stopped. "You know we humans aren't as bad as you think". Amora turned to at him. "Who knows you might find that we have a few things in common". With that Peter walked to his room. Amora had a scowl on her face as she began walking away when her look changed to a look of guilt.

It was hours later and everyone was fast asleep except Peter. Peter was trying to go to sleep but was couldn't. While he was laying in his bed, the door creaked open. Peter looked over to see who it was and praying that it wasn't Lady Death coming after him. To Peter's surprise it was Wanda who appeared. Wanda walked in wearing a red see through night gown with a bra and panties underneath.

"Wanda what are you doing here?" Peter asked as she walked over to his bed.

"I'm sorry Peter but I couldn't sleep and I had talk with you", Wanda said. "Peter, I care about you more so than you might think. If something like what Lady Death did to you ever happened again, I don't think I would take it".

"Wanda you mean a lot to me too and I don't want anything bad to happen to you", Peter said.

"Thank you Peter", Wanda said before hugging Peter. Peter and Wanda separated before she kissed him on the lips much to Peter's surprise. "I'm sorry, I couldn't help myself".

"It's fine", Peter said before kissing her back.

Peter gently touched Wanda's left cheek before Wanda began to crawl on top of Peter. With Wanda on top of him, Peter began to move his hands into her gown. Peter began caressing her bra-covered chest with both of her hands.

Wanda separated from Peter and leaned upwards. Using her magic, she stripped herself and Peter completely naked. She then returned to kissing Peter with Peter grabbing her breasts again. Soon enough Wanda swapped places making Peter on top and herself on the bottom.

"I'm ready for you, Peter", Wanda said. Peter responded by kissing her before entering into her love canal. Wanda felt every inch of him inside of her and almost orgasmed as a result.

Peter began thrusting into gently while Wanda felt aroused at the action happening. Wanda wrapped her arms around Peter's neck while Peter was thrusting into slightly faster and slightly harder. At the same time she wrapped her legs around Peter's waist.

Peter stopped kissing Wanda before moving to her breasts and sucking on her nipples much to her arousal. "Yes, keep going Peter, don't stop", Wanda encouraged.

"Wouldn't dream of stopping", Peter said as he continued thrusting into her. Peter went back to kissing Wanda as he started groping her breasts all the while Wanda was gripping his manhood hard with her wet opening.

This action resulted in Peter moving them both. Peter was now sitting on the edge of the bed with Wanda riding him. While Peter was thrusting into her, Wanda was riding down on his crotch causing her to get wet from the actions being performed.

Peter stopped groping her breasts and started groping her ass as a result. They were still kissing each other as Peter felt himself nearing his limit. Peter began to pick up Wanda and stand up while thrusting into her. Wanda would have screamed but Peter kissed her to stop her.

"Yes Peter, yes, keep going. I love it, I love it so much. Don't stop baby, I want more", Wanda said as Peter going. Peter however finally reached his end.

"Wanda I'm going to cum", Peter said.

"I know. Do it inside of me", Wanda said.

"Are you sure?" Peter asked.

"Yes I'm sure", Wanda said. "I want it Peter". Peter obliged her and began thrusting harder into her before he finally let it loose. Peter began to flood her canal as he fell back on to the bed. "Thank you Peter, that was amazing".

"No problem", Peter said.

"Would you mind if I sleep with you for the night?" Wanda said.

"I don't mind at all", Peter said as he and Wanda finally went to sleep. All the while in another room, Vampirella heard it all and smiled.

* * *

 **Epilogue**

Tony arrived at a secret base where he is met by Beast, Strange, Namor, Reed, T'Challa, and Black Bolt. This was the Illuminati, a group of heroes that gathered to stop the end of the everything. Everyone watched as Tony made his way to them and removed his helmet before speaking. "Guys it's as bad as we thought, these Incursions are happening in another multiverse as well", Tony said.

"It's as we feared", Strange said.

"How are we going to stop it then? We already exhausted every possible solution", Beast said.

"There is only one way and it's the one that I prayed that we don't do", T'Challa said. "We'll to destroy another world".

 **Next time Cap activates Avengers World.**

 **Also I decided to go with Lady Death's original origin, being a supervillain, and falling in love with Evil Ernie. So in a way this is classic Lady Death in terms of continuity and personality but she will change later on. Also, get ready because we are preparing for the death of the multiverse.**


	27. Avengers World

**JC** : Sorry but Katana won't be one of them. One of the women you will see in this chapter. Trust me you'll like it.

 **CRUDEN** : Yep Secret Wars is going to happen and that's what I'm leading towards. Understand that there will be alternate versions of Marvel, DC, and Dynamite characters in the story as well. I also might add Mortal Kombat characters seeing as DC published prelude comics for MKX. But that's only if you all want me to.

New harem member will be seen!

 **Disclaimer: Spider-Man is owned by Marvel, Red Sonja and Vampirella are owned by Dynamite Entertainment, and Lady Death is owned by Coffin Comics. Other Marvel, DC, and Dynamite Entertainment characters will appear.**

* * *

 _ **Chapter 27: Avengers World**_

 _A few weeks ago..._

 _Steve was in his bed when Tony walked into his room with every intention to wake up the super soldier. "Wake up, old man", Tony said._ _"I haven't been able to sleep. I couldn't stop thinking about something you said, and well... I've been busy". Steve started to shift as he began to sit up in his bed. "I'm sorry I know it's late". It was late at night after all._

 _"It's fine Tony. I'm grateful", Steve said._

 _"Bad dreams?" Tony asked._

 _At this Steve had a faint image of Reed, Namor, Black Bolt, and T'Challa standing over him. He couldn't understand it but decided to ignore it. "Something like that", Steve said._

 _"Come on, I'll buy you a coffee", Tony said. With that Steve got out of bed, put on some clothes, and followed Tony. "_ _So this idea has been running through my mind. It's overwhelming-all consuming-and I can't shut it off. The exact same thing happened the day we found you"._

 _"You remember that?" Steve asked._

 _Tony thinks about the time when he, Hank Pym, Janet, and Thor first found Captain America frozen in ice and still alive. "Oh... I remember everything about that day. We started something that mattered. Because of you, the world changed. I changed"._

 _"Really?" Steve joked with smirk. Tony chuckled before continuing on._

 _"See, the best ideas are always the simplest. And the last week when we were talking about how things keep escalate... how the world is ever more dangerous, how threats are more frequent... how our enemies are seemingly endless... well, Steve, that's a complex problem, but you had a pretty simple answer. Do you remember what you said?" Tony asked._

 _"I do", Steve answered._

 _"Well, now I'm sure you were right... we need to get bigger", Tony said. With that they continued to Tony's lab._

* * *

 _ **-Present-**_

It was the day after the explanation at Avengers Tower and currently Peter was with Sonja and Vampi at an airport as they were seeing May off as she was heading back to Boston. "Well Aunt May it was nice to see you again. I want to say you should stay longer but I'd be keeping you from Jonah", Peter said.

"I understand. Besides, it was nice to be with you as well Peter", May said. "Just promise me that you'll call me every once in a while, alright?"

"I promise", Peter said.

"Good", May said. She then turned her attention to Vee and Sonja. "Please take care of nephew for me. He's the only I have left and he can be such a child by himself".

"Hey!"

"We'll take care of him", Vampi said.

"You have our word", Sonja added.

"Thank you", May said before hugging them both. "I hope you don't mind but I have something to tell Peter".

"Go on ahead", Sonja said.

May and Peter walked a few meters away from the girls before May spoke. "Peter, I know about the growing number of women around you. I've honestly had this problem with you ever since you were in High School. While I don't like the fact that you have so many women around you and you doing only God knows what, all I'm going to say is don't break anyone's hearts, understood?"

"Yes Aunt May I understand besides if I did they'd probably hurt me", Peter said before he hugged May. May smiled as she hugged him back. "I'll miss May. Tell Jonah I said hi".

"I will sweetie", May said before she separated from Peter and began to walk towards the jet. She stopped and turned around to wave at them. "Be careful Peter, I love you". With that, she got on the private jet.

A little while later the private jet took off with Peter watching as it flew away. "She'll be fine Peter", Vampi said as she placed a hand on his shoulder.

"I know and thank you and Sonja for coming with me", Peter said. Vampi and Sonja smiled at this. The three began to leave the airport riding in Vampi's car back to Avengers Mansion when Peter saw something out the corner of his eye that made his eyes widen. "Ladies we have a issue". Peter pointed to where and Vampi stopped the car to see a large aircraft headed straight for the city.

"Peter you better get going", Sonja said.

"Gotcha", Peter said as he pulled his shirt off to show the Spider on his red and blue shirt. As the aircraft continued to fall, Peter was fulled suited up as Spider-Man ad swinging to the spot to catch it. At the same time he called Diana. "Di, theres a falling aircraft coming towards downtown and I need help to catch from falling".

Peter's answer was a boom heard from far away with Wonder Woman rocketing towards him. As the aircraft was near him Peter created a large web net and tried to keep it from falling. Diana aided in slowing it down in which she succeeded. The two sat the aircraft on top of a building to prevent it from falling any further.

"Thanks Di, I owe you one", Peter said.

"Anytime. Now let's see who's inside", Diana said as she used her super strength to open the aircraft up. To both of their surprise, the unconscious and battered body of Captain America was inside as he fell to the floor. Peter and Diana rushed to his aid.

 _ **-Three Hours Later-**_

Peter, Sonja, Vampi, and Diana were inside Avengers Tower with Dinah, Karen, Mari, and Zatanna with Zatanna using magic to heal Steve's wounds. Soon enough, Steve began to open his eyes and saw everyone standing over him. "Uh, where am I?" Steve asked as he was regaining his bearings.

"You're in Avengers Tower Cap. You were inside of a burning aircraft headed for the city. Luckily we stopped it from crashing and found you inside of the aircraft", Peter said.

"Steve what happened to you?" Diana asked.

"What happened was the Avengers were defeated", Steve said as he slowly stood up. "Myself, Tony, Clint, Natasha, Thor, and Hulk were investigating a series of bombs from Mars to Earth and trying to jump start humanities evolution. We went to Mars to confront the ones responsible but we were overwhelmed. I was beaten unconscious and... well you all know the rest".

"Then we'll need to go to Mars to stop them", Diana said.

"Exactly what I was thinking", Steve said as he was now fully healed and standing up. "Diana if you don't mind I'm gonna need you Karen, Zatanna, and Dinah to watch out for more incoming bombs".

"Understood Captain", Diana said.

"Everyone suit up, we have a team of heroes to rescue and we're going to need everyone". Everyone nodded at this. Steve, followed by Peter, Sonja, Vampi and Mari, walked to a lab where a computer was.

"Wait, when you said everyone, really meant everyone?" Peter asked.

"Exactly", Steve said. "This is something that Tony came up with, a worldwide Avengers Initiative. I'm activating it now". Steve pressed a button and a screen popped up asking for a voice command. "This is Steve Rogers. Activate Avengers World".

" _Avengers World Activated, Captain Rogers_ ", the system said.

* * *

 **-Some time ago-**

 _"The two of us... plus Thor, of curse", Steve said as he and Tony were sitting back and looking at a monitor of heroes to join. "We'll also want Hawkeye and Black Widow"._

 _"Agreed. Also, Banner", Tony said._

 _"Banner? Really? You know how that always ends", Steve said._

 _"In Tijuana. Or a monastery. Maybe space camp", Tony said._

 _"Joke all you want, but when we send out the call to expand, we'll want a support structure within this larger group. People who understand our tradition and our purpose", Steve said._

 _"Ah, you mean former members to go along with newer ones", Tony said._

 _"Uh-huh. Especially if we're talking about pushing the boundaries as far as we can", Steve said as he and Tony looked at the images of Captain Universe, Hyperion, and Smasher._

 _"Already there. I've done the initial vetting of everyone on this list. We'll want to get into it a bit more... but for now, I think we're fine using this as a launching point", Tony said._

 _"I don't see Luke Cage or Doctor Strange", Steve said._

 _"Called Luke, not interested. Strange was busy", Tony said._

 _"Okay... we can make this work", Steve said._

 _"It has to work", Tony said. "When we engage the mechanism, they have to come"._

 _"Greater threats mean greater needs, Tony... they'll come", Steve said._

 _ **-Wolverine-**_

 _"We have beer", Tony said._

 _"Sold", was all Logan said._

 _ **-Spider-Man-**_

 _"We have money", Tony said._

 _"Oh, thank God", Peter replied._

 _ **-Red Sonja & Vampirella-**_

 _"We have meat and beer", Tony said._

 _"Alright then", Sonja said with a smile. Vampi shook her head at her._

 _"Think of it as a way for you two to be with, Peter just in case trouble arises", Cap said._

 _"Well if they're both joining, I might as well join", Vampi said with a smirk._

 _"Great", Tony said._

 _ **-Falcon-**_

 _"I dunno... Birdseed?" Tony asked._

 _"This is me asking Sam", Steve said._

 _"Then you already know", Sam said with a smile._

 _"Good keep your phone on", Steve said._

 _ **-Shang Chi-**_

 _"I'm not blind. Efficiency of movement, generation of power... your diagnostics are off the chart", Tony said as he was working on a device while Shang was training behind him. "I also know you're a trained expert in all the traditional arms of your various disciplines, but I'm thinking beyond that. Something new, a fusion of styles. Tradition meets technology. My point... have you though about weapons?"_

 _"Anthony, beyond these", Shang motioned his hands ,"what weapon could a man ever need?" Tony looked back Shang Chi with a simple smirk._

 _ **-Cannonball & Sunspot-**_

 _On a beach, Robert da Costa and Sam Guthrie were sitting back and relaxing when Sam got a call on the phone. Sam turned to Robert and spoke. "Hey Bobby, you're not going to believe who that was on the phone", Sam said._

 _"Who?" Bobby asked._

 _"First it was Wolverine, and-"_

 _"Stop right there. Tell the man, no thank you! Tell him, we're done with super-heroing! I'm done, we're done! Retired", Bobby said._

 _"Wolverine put Steve Rogers on the phone", Sam said. "Captain America wants us to be Avengers"._

 _"... okay I'm in", Bobby said._

 _"I thought you just said-"_

 _"That was me talking about the X-Men, Sam. This is different", Bobby said._

 _"Interesting. Give up the circle X of mutantdom..."_

 _"Feared and hated", Bobby_

 _"And take up the circle of the Avengers..."_

 _"Loved and adored", Bobby said._

 _"You make a good point", Sam said._

 _"It's the best point brother. You and I were made for bigger things. Bobby and Sam in the spotlight", Bobby said as he ad Sam clinked glasses of wine. "This is going to be amazing"._

 _ **-Manifold-**_

 _"I don't know if I'm the man for the job. I've tried this being a hero bit before and all that happened was a lot of my friends got hurt", said Eden Fesi, an African man with the ability to warp space-time. "Do you really think I'm the right guy for the job? Because I don't know if I am"._

 _"Why don't we find out together, Eden", Steve said._

 _ **-Captain Marvel & Spider-Woman-**_

 _"The truth is the world lies in peril, something dark and dangerous is in the air... something sinister is just out of reach", Steve said as he and Tony sat at a table with Jess and Carol. "I think everything we believe in is going to be tested, and only men and women with conviction, of purpose, can stand against that inevitability. You see... a time is coming for the world's most mighty. So tell me Jessica... what are you?"_

 _"An Avengers", Jess replied. Steve nodded his head at this before smirking to Carol._

 _"Do I even need to ask soldier?"_

 _"Oh hell no", Carol said smirking back at him._

 _ **-Vixen-**_

 _"Are you sure you want me to join because I'm not sure if I even qualify for this", Mari said as she was approached by Steve in private at Avengers Mansion._

 _"Mari we know for a fact that you are more than qualified. Besides, Peter believes in you so of case we do too", Steve said. Mari smiled at this._

 _"Has Peter joined?"_

 _"Yes I did", Steve said._

 _"Alright then I'm in", Mari said._

* * *

 **Mars**

The remaining Avengers, Tony, Thor, Hulk, Nat, and Clint, were being held against their will in some sort of vines that have enveloped them. Standing in front of them were two beings and a robot. The first was Ex Nihilo, a golden being with different shaped horns standing near what look to be large eggs. The second was a woman named Abyss who had black vapor coming off of her body. The robot that was standing in front of them was Aleph.

When of the large eggs started to open up, Aleph alerted the other two to what was happening. " _Alert. Ex Nihilo, a breach. Proceeding delivery_ ".

"How magnificent! I made our child to look just them, but he's much, much different, made from the primordial bits of the universe", Ex Nihilo said. "After the Earth is remade, our new man... our Adam, will inherit it". Ex Nihilo stepped closer to the egg that this Adam was hatching from. "Free yourself, child. Show me you're strong enough to survive". Soon enough the large egg broke open and the new Adam was born. "Abyss! Look! He has broken free. He lives!"

This new Adam tried to speak but what he said was hard to decipher. Abyss spoke soon after. " **Those words... something's wrong** ", Abyss said. " **That's builder machine code? He shouldn't be able to... he couldn't... what has happened here, Ex Nihilo?** "

"What happened? Life happened, Abyss. Unforseen, uncontrolled, wild, unfettered life. I know because this is who I am, sister. I create something new... something unexpected!" Ex Nihilo said. Soon enough a blast of energy hit Ex Nihilo in the chest, knocking him on his back.

" _Apes_ ", Aleph said as he looked to see Captain America with Smasher and Hyperion.

"How's that for unexpected?" Steve said before using his shield to attack the robot while Hyperion used his heat vision to keep Ex Nihilo on the ground. Cap stood over Aleph's body. "Remember me? Yield". Aleph was able to get back at Cap by blasting him away.

" **Beast! Serve me!** " Abyss called out to the Hulk who was under her control. Hulk stepped forward. " **Cast a ferocious shadow, blot out the sun!** " Hulk roared before charging forward and punching Hyperion in the face. Before Smasher can help Hyperion with Hulk, the eggs began bursting out creatures to attack her.

"Hey... Cap... the plan... I thought the plan... was to call everyone?" Tony asked.

"It was and I did", Steve said as a pressed on his comm. "Eden! Find me!"

A large portal opened up the gathered heroes: Shang Chi, Captain Universe, Falcon, Red Sonja, Vixen, Vampirella, Spider-Man, Spider-Woman, Manifold, Wolverine, Captain Marvel, Sunspot, and Cannonball. The group split into two groups with Cap, Logan, Peter, Sonja, and Vampi running to free the captured Avengers while the rest helped Smasher fight off the creatures that were attacking her.

While everyone fought Captain Universe stood there not moving. Soon enough, the area of the head started to peel off to reveal the face of an African American woman. "How did I get here? There was a crash and shaking... and then... where am I?"

While the fighting continued between Hyperion and Hulk, Smasher was able to blast a few of the creatures that was attacking Sam and Bobby. "Nice shot", Bobby said.

"Thanks! I upgraded my Exo-Specs with a tracking package", Smasher said. "One of the benefits of the bioware that comes with being a Smasher in the Imperial Guard".

"Quickly. Let's get everyone out of this thing and back into the fight", Steve said as they managed to get to the other Avengers. The group tried to pull them all free but couldn't.

"Man, this stuff is like molded titanium. This is going to take too long to pull off", Peter said before turning to Sonja and Vampi. "Ladies, think you can hack and slash these vines?"

"Of course we can", Vampi said as she extended her claws while Sonja pulled out her sword. They alongside Logan began cutting the other Avengers down.

With Thor freed, he was able to call Mjolnir to him and strike lightning at the three responsible. This caused the Hulk to revert back into Bruce Banner. Hyperion held out his hand to help him up. "Welcome back Doctor Banner. Feeling better?"

"Yeah, I'm okay", Bruce said as he was being helped up.

"It was at that moment that Captain Universe saw Adam and her eyes widened. "Oh! Systems! Of course!" Captain Universe said. The mask reformed over her head before she took off into the sky and shone a bright light stopping everyone. Once everyone could see again they saw Captain Universe levitating above everyone. Ex Nihilo and Abyss stopped what they were doing and looked at her. "You recognize this form? You know who I am?"

"The legend. The mother", Ex Nihilo began.

" **Goddess. The universe herself** ", Abyss finished as they both bowed before her. Aleph however was indifferent towards her.

" _Error: Deity negative_ ", Aleph said.

"Deity, positive", Captain Universe said. "My children, your buildings are adrift. You have become insufficient. Destroy/transform no more inhabited worlds".

"Mother, are you sure? It is who we are", Abyss said.

"It is who we were, Abyss. This is change, the stuff of life. Now we fly into the unknown", Ex Nihilo said. "What say you, Aleph?"

" _Declarative: No_ ", Aleph said as he intends to attack Captain Universe. " _Query: This Aleph has determined that the human world must be destroyed. I cannot obey_ ". With that Aleph charged an attack when Captain Universe used her powers to disintegrate the Aleph from existence.

 _ **-Later-**_

"This is wrong, why take my Adam?" Ex Nihilo asked.

"You made him human. He belongs with his own kind. It is how things should be", Captain Universe said.

" **Then it is for the best, brother** ", Abyss said.

"So what do we do now?"

"The universe is vast, find a new world and make it beautiful", Captain Universe said.

"I suppose that is a good idea", Ex Nihilo said.

"Well as long as he's learned his lesson", Peter said. Peter's attention however was drawn towards another area. Sonja, Mari, and Vampi saw that Peter was looking elsewhere and spoke.

"What's wrong Spider?" Sonja asked.

"Nothing is wrong but isn't that a building structure in the distance over there?" Peter asked as he pointed in a direction the building was in.

"Looks like it but they seem abandoned. Best not to dwell on it besides it's looks like we're going home", Vampi said.

"If you say so", Peter said.

As everyone was leaving, Steve was approached by Ex Nihilo. "Captain, I have to ask. I have remade worlds thousands of worlds, and seen the destruction of far, far more... and yet it is your planet she has chosen to call home. What is it that makes Earth so special?"

"You want my best guess?" Steve asked.

"Please, indulge me", Ex Nihilo said.

"It's an Avengers World", Steve said.

* * *

 **Avengers Mansion**

It had been a while since Peter and the girls got back to Avengers Mansion. Steve went to go meet with Diana and the others about the bombs and see if they can do something about it. As Peter, Sonja, Vampi, and Mari made it back, they were might be a scowl from Pantha.

"Where have you been?" Pantha asked.

"Sorry something happened and we had to go to Mars for a mission. We're sorry we didn't call, it won't happen again", Peter said. Pantha held her scowl for a bit before sighing.

"Fine just call next time", Pantha said.

"Right", the four said.

"Hey, glad you all are back", says Wanda as she walked into the room.

"Where's Amora?"

"She's with Janet. Janet and Alex are explaining to her the rules of staying in the Mansion", Wanda said. While Peter and everyone decided to enjoy their moment together, Otto's golden Octobot watched from a window.

* * *

 **Epilogue**

Back on the Mars the building that Peter saw still stood there unattended. It was at that moment that a green stone appeared out of no where on Mars and shone brightly on the building structure. Soon enough, a group of red-skinned people appeared falling on the ground.

One of those red-skinned people was a woman with jet black hair and wearing a long silk skirt. Otherwise unless you count the ornaments that cover her breasts, she would be considered completely naked. Soon enough, a red-skinned man appeared. "Dejah, what's happened?"

"I have no idea", Dejah said.

 **Next time the calm before the storm. Plus Peter and Mari have a moment together.** **Hope you liked the appearance of Dejah Thoris. She will be back and she will join Peter's harem.**


	28. Calm before the Storm

**Blobking** : Trust me it will be epic.

 **Rougarou144** : Thanks bro.

 **Bluemoon** : Thanks bro. I honestly don't know much about Dragon Age but I'll see what I can do.

 **gunman** : Dejah and her people always lived on Mars. You find out what happened to them. As for the heroes, some were busy and others didn't want to join in. There will be more members to join up though especially the DC ladies.

Lemon in this chapter!

 **Disclaimer: Spider-Man is owned by Marvel, Red Sonja and Vampirella are owned by Dynamite Entertainment, and Lady Death is owned by Coffin Comics. Other Marvel, DC, and Dynamite Entertainment characters will appear.**

* * *

 _ **Chapter 28: Calm before the Storm**_

Purgatori stood on a building and looked out into the night. Soon enough, a voice spoke up. "So your great plan is to go to Hell to find out where she is?" asked Chastity who was sitting on the ledge of the building next to Purgatori.

"Yes it is", Purgatori said. "Where else would Hope be and where else would that impostor be?"

"Good point", Chastity said. "You better be careful".

Purgatori turned to Chastity with a smirk. "Wow I didn't know you cared so much", Purgatori said as she walked up to her.

"I have a boyfriend you know", Chastity said.

"Unfortunately", Purgatori said before creating a portal. "Well, here I go". With that, Purgatori jumped into the portal to find Hope and the impostor.

* * *

 **Horizon Labs**

It had been a week since, the mission on Mars with the Avengers and currently Peter was in his lab as he was preparing to test out a serum he created. "Alright everything is prepped and ready to go are you ready to go?" Peter asked as he looked at the person across from him.

"Of course I am. By the way thanks for thinking of me", said Deadpool who was maskless while in his suit.

"No problem, it's the least I can do", Peter said. "Now understand Wade that this serum wouldn't work on you as much since your healing factor is way more efficient than Logan's".

"I'll say, I was turned into goop one time", Wade said.

"So I've heard", Peter said. "Which is why I had to shut down your healing factor with this device". Peter held up a device and placed it on Wade's person.

"So what is this serum made of any way?"

"I made it with parts of the Anti-Venom Symbiote. It was able to cure Eddie Brock of his cancer so why not use it on you?" Peter said.

"I can finally be cancer free, sweet", Wade said.

"Alright now hold still", Peter said as he added the serum into the syringe. He walked over to Wade and injected to syringe into Wade's arm and the allowed the serum to enter his blood stream. Peter pulled the needle from out of Wade's body before wiping the spot on Wade's arm.

"That needle was clean wasn't it?" Wade asked out of curiosity.

"Yes it was Wade", Peter said as he put all of his tools up and took off the device that turned off Wade's powers. "You should get some result sooner than you think".

"Thanks", Wade said. "I have a feeling that there's another reason for doing this. Who and why?"

"I'm doing this to save Doc Ock", Peter said. "As much as I don't like what he has done over the years, he doesn't deserve to slowly die from a disease".

"I don't know Webs, he's better off dead than anything else", Wade said before looking towards new Peter's suit. "Whoa what is this?"

"This is the Iron Spider Mark II. The first one was great and it really helped me out but I think that this would give me an edge in battle".

"Something tells me this about the impostor Lady Death right?"

"Whoa how'd you know about that?" Peter asked before slapping himself upside the head. "Ah right you're Deadpool, I completely forgot. And to answer your question, yeah". Peter remembers the moment that Lady Death stabbed him and how much pain he felt. "I'll be honest, she scares me but that doesn't mean I won't fight her".

"Even though she's a Death Goddess?"

"Even if she's a Death Goddess. Besides, I've died before and came back, so why not? It has to be tradition for heroes to die and then come back some time later. Just wait until Jean comes back from the dead, you'll see what I mean", Peter said with a smirk.

"Fair point", Wade said as he looked to see that his disfigured form start to change. "Wow, I'm actually starting to look normal again! Thank you, Pete. This means a lot to me".

"Anytime Wade", Peter said. Soon enough, a knock on the door was heard and Peter went to it. "Hello?"

"Come on Parker, Max has an announcement for us", said Sajani.

"I'll be there in a few seconds Sajani", Peter said before he turned to Wade. "I gotta go. Can I trust you to not do something crazy".

"Hey you helped me out. It's the least I can do", Wade said. Peter nodded before leaving the lab.

Peter went into the meeting room where he stood with all of his co-workers. Max Modell was standing in front of the entire group where he began to speak. "Everyone, I have an announcement that will change everything for us", Max said. "For a while now my significant other and I were looking for a building to create a new University. Well we found one in San Francisco and bought the building. In a few weeks, we will be staring up Horizon University".

Everyone began clapping as this was a good day for Max Modell. "Congratulations Max!" said Grady as he stood next to fellow co-worker Bella Fishbach. Peter was happy that his inspiration was getting something good after months of Jameson trying to blame them for crimes associated with Spider-Man.

"Which brings me to Horizon Lab's future", Max said causing the others to pause. "With Horizon University going to be started I think that someone here should be put in charge of Horizon Labs. Which is why I will be leaving Horizon Labs to Peter Parker".

This news caught everyone off guard, mainly Peter. His co-workers applauded him with Grady slapping Peter on the back in a friendly way. Peter smiled as he was being praised by others while Max smiled in admiration.

 _ **-Later-**_

It was time to go and most of everyone was leaving to head home. Peter on the other hand was headed straight for Max's office. Peter opened the door to find Max putting on his jacket. "Peter, hey, what's going on?"

"Nothing much, I just had to ask you a question. Why did you pick me?" Peter asked.

"Because Peter, I believe you are the most qualified", Max said. "After everything that has happened, you have always stuck beside us and helped us through tough times".

"I just tried help others as much as I could", Peter said.

"I understand, after all it must be tough defending New York", Max said.

"What?" Peter asked in wide eyes.

"You didn't think I wouldn't realize you were Spider-Man did you? I am a smart guy Peter", Max said with a slight smirk. Peter knew that the cat was out of the bag. "All I ask is that you take care of Horizon Labs".

"I will, Max", Peter said as he and Max Modell shook hands.

* * *

 **Hell**

Lady Death was in what looks like a bed as she felt the spell conjured by Doc Strange, Scarlet Witch, and Enchantress was beginning to fade away. She smiled at this before Hope spoke up. "You know you're not going to win", Hope said.

" _ **And what gives you that idea?**_ " Lady Death said.

"You know why", Hope said with a glare.

" _ **Oh Hope, so naive to think that I will lose to Spider-Man or his friends**_ ", Lady Death said with a grin.

"You lost the last time you fought them", Hope said.

" _ **I was going easy on them**_ ", Lady Death said. " _ **Besides once the magic that binds to Hell is lifted, I will set my sights on the Spider-Man immediately. Regardless of how many allies he has I will get to him**_ ".

"And then what happens after you've accomplished your goals?" Hope asked.

" _ **You should already what the answer will be. It was our original goal of causing megadeath, the death and destruction of everything, by taking control of the Web of Life. Doesn't sound fun?**_ " Lady Death asked.

"All the more reason to stop you", Hope said.

" _ **I don't understand you Hope all you ever truly wanted was the destruction of everything. Why the change of heart?**_ " Lady Death asked.

"That was because I thought I'd be trapped in Hell all my undead life", Hope said.

" _ **And look at you now once again a prisoner in Hell. So basically nothing's changed**_ ", Lady Death said with an obvious smirk causing Hope to glare at her. " _ **It matters not. By tomorrow the Spider will be dead and there isn't anything you can do to stop me**_ ".

Just like that Lady Death began to walk away leaving Hope alone but undeterred. _'One way or another I will get out of here and stopped you'_ , Hope thought to herself.

* * *

 **Avengers Mansion**

After Horizon Labs, Peter went to Avengers Mansion where he is currently training with Mari in the training room. Vampi called Peter earlier and told him that she, Pantha, and Sonja were with Mary Jane so they could have some girl time. Amora was with Thor for a bit and gone to Asgard while everyone else was at home for the day, so that gave Peter and Mari some time alone.

Peter did tell everyone about what happened at Horizon Labs which led to Vampi telling him that they will be celebrating his achievement tomorrow.

The two were punching and kicking at each other while in training gear. Mari went for a punch to the face but missed as Peter spun around and leg swept her on to the floor. Mari turned around to get back up only to see a face in her face.

"Yield", Peter said with a smirk.

"Fine", Mari said begrudgingly. With that Peter got up and helped Mari up to her feet. "I'll get you back next time Peter".

"I know you will", Peter said. "Well, I say we've gotten our training done for today".

"Agreed", Mari said. "So in a few weeks you'll be running things at Horizon Labs. How do you feel about that?"

"Honestly, I'm a bit overwhelmed", Peter said as he and Mari walked into the kitchen and he sat down in a chair. "It was always my dream to be a scientist. Just a few months ago I achieved that dream and now... I don't know why but I feel out of place".

"Why would you feel out of place?" Mari asked confused by what he meant.

At this, Peter began to look at the ground before he spoke. "I've been down on my luck so much that I feel uncomfortable getting everything that I want. It's like I feel I'm not worthy of having this opportunity", Peter said. Mari understood what he meant.

"I understand what you mean", Mari said as she grabbed his hand. "It can be scary to take that next step and sometimes we never know when we're ready. All we can do though is take a leap of faith".

Peter's eyes widened slightly as he looked Mari who was smiling. Peter smiled as he spoke. "I remember those words", Peter said.

"Well you should. You're the one who told me those same words years ago", Mari giggled. It was at that moment that Peter and Mari hugged each other.

"Thank you Mari, it means a lot", Peter said.

"You're most definitely welcome", Mari said. Soon enough, Peter and Mari and Peter began staring into each other's eyes. Soon enough, they started to slowly get closer when Peter spoke.

"W-We probably shouldn't do this Mari".

"I know but why not mess around for a bit? After all, nobody else is here and Batman isn't here to complain", Mari said. Peter smiled at that and decided to gave in to his base male instincts and gently kissed Mari. Mari closed her eyes as she returned the kiss while wrapping her arms around his neck.

"I think we should take this upstairs", Peter said.

"Agreed", Mari said.

The two went into Peter's room where they continued to kiss each other. This led to Peter and Mari stripping their clothes off with Mari revealing her modest breasts. Peter laid her on to his bed as he began to suck on her breasts.

Mari moaned at this before she grabs Peter's cock and begins stroking him. Peter stopped sucking her breasts and went back to kissing her on the lips as he gets on top of her.

"You ready?" Peter asked.

"You know I am", Mari said. Peter places her cock inside of Mari causing her to moan in arousal. As Peter began thrusting into her Mari wrapped her legs around Peter's waist. After a few thrusts into her, Mari orgasmed and yelled in the process. "Yes, I missed this Peter".

"I did too", Peter said as he kept thrusting into her much to her excitement.

"Fuck yes Peter, give it to me!" Mari yells out as he continued fucking her. Peter begins to pick her up and thrust into her harder than before. Mari held on as Peter started to pound her hard making her orgasm again.

Peter groaned as he was starting to near his limit and sat at the end of the bed with Mari on top of him. Mari began bouncing on top of him while at the same time she began to shove her breasts in his face.

As Mari was riding him, Peter started spanking Mari and she yelled in joy at his actions.

"Mari I'm-" Peter began only to be interrupted by Mari.

"l know you are. Good", Mari said as she kissed him while riding him harder. Soon enough, Peter couldn't take it released his load into her. Mari moaned at this before kissing once again. "Just like old times huh?"

"Yeah, just like old times", Peter said.

"Well I need to go take a shower. You mind comin with me?" Mari asked as she got up. Peter didn't answer as he just got up and followed Mari as she giggled. It was going to be an interesting few hours for them.

 _ **-The Next Day-**_

It was early in the morning as Peter woke up with Mari next to him sleeping. As Mari was waking up, Peter found the Octobot that was spying on him, on the the floor. Peter picked it up and looked at it before whispering. "I did it. I finally won", Peter said with an almost evil smile.

"Peter, are you okay?" Mari asked.

"Never been better", Peter said as he held the golden Octobot and crushed it.

 **Next time the identity of the false Lady Death. Plus the race to save Peter.**

 **To everyone who thought it was my birthday, it's not. I worded it wrong. I was trying to say that I started Legend of the Spider-Man on my birthday. Also it's the 28th of** **February and this the 28th chapter.**


	29. Dying Wish Part 1

**gunman** : You'll see how they get Peter back.

 **DRAGONDAVE45** : Damn you Ock is correct. You'll see who finds out that Peter isn't himself. Also next chapter will be a big battle against fake Lady Death and yes Wonder Woman will be in this fight.

 **Rougarou144** : Anytime bro and thanks.

 **Disclaimer: Spider-Man is owned by Marvel, Red Sonja and Vampirella are owned by Dynamite Entertainment, and Lady Death is owned by Coffin Comics. Other Marvel, DC, and Dynamite Entertainment characters will appear.**

* * *

 _ **Chapter 29: Dying Wish Part 1**_

In another area late at night, where Kang the Conqueror was in an isolated area. A few seconds passed before a portal opened up and Amora appeared. "I'm here Kang", Amora said. "What is it that you need?"

Kang got off of his seat walked towards Amora before giving her a vile. "Inside this vile contains a cure for cancer that Peter created for Dr. Otto Octavius. This will be needed for Peter is danger", Kang said.

"I was at the mansion and saw the Spider with that animal woman sleeping", Amora said as she grabbed. "He should be fine".

"He isn't Peter right now", Kang said.

"What do you mean by that?" Amora asked.

"I'm pretty sure you know the feeling trapped in another person's body", Kang said getting Amora's eyes to widen. "Lady Death will be free to leave Hell tomorrow so for now, take this and keep watch of the Spider tomorrow. When the time comes use that vile". With that Kang sat back in his seat before warping himself through time leaving Amora to look at the vile in her hands.

* * *

 **Hell**

Lady Death watched as the spell bound her entirely was now shattered and that she was now free to enter the human realm. "This is going to be fun", Lady Death said to herself before looking to Hope. "Sorry, Hope but I must be going. Spiders won't kill themselves after all".

"You idiot, you kill him and everything will be destroyed", Hope said.

"That's the plan. And no one will stop me not even the large man with red eyes who wanted us under his control", Lady Death said soon enough she stopped mid step. Her eyes widened before smiling an evil smile again. "It seems something has happened to the Web-Head. This should be interesting to say the least".

Lady Death created a portal to the human world and escaped through it. The portal closed behind her causing Hope to glare at the ground. "Dammit I have to get out and fast!" Hope said to herself.

* * *

 **with Peter**

Peter was up in the living room of Avengers Mansion as he was watching TV. As it turns out, Max called Peter and everyone of his other employees and told them all that they had the day off. Peter was grateful that he was able to get his new Iron Spider suit out yesterday and is currently in the room he is sleeping in.

Soon enough Mari walked into the room. "Hey Pete".

"Hey Mari", Peter said.

"So where is everyone? I thought the others would be back by now?" Mari asked.

"Apparently Alex and Janet are on a date. Sonja, Vampi, and Pantha haven't returned yet. Most importantly, Rogue and Logan had to take care of some personal business with X-Men", Peter said. "So for now, we have the whole mansion to ourselves again".

"It would seem so", Mari said with sly smile as she got on the couch and began pressing up against him. "So did you enjoy last night Peter?"

"Yes I did", Peter said. "I take it you want to do so again? We can go somewhere private if you'd like".

This caused Mari's eyes to widen slightly. This was unlike Peter to be slightly more abrasive. Then again they did have history together and maybe he wanted to play along. She returned back to smiling as she straddled him. "Well, since you suggested it I wouldn't mind if you..." Mari was interrupted when the front door opened and Vampi, Sonja, and Pantha all walked in. "Hey ladies, thought you'd be back late last night".

"We would've but after we left MJ's place, we were called for a mission by the X-Men", Vampi said. "They needed our for a female only mission to stop someone named Deathstrike and the Reavers from killing a group of mutant children".

"We came by to visit and ask if you two would join but we found out that you two were... enjoying each other's company", Pantha said with a slight smirk.

"From the sounds of someone screaming we could tell it must have been great", Sonja said with a smirk. "But you'll have to save the fun for later".

"Peter's going to be the new owner of Horizon Labs, so we should celebrate by going out to MJ's club tonight", Vampi said. "So what do you think Peter?"

"I think it is going to be great tonight", Peter said as he stood up when his phone rung. "Hang on one second". Peter pressed a button and spoke. "Hello... really... I'm on my way". Peter hung up before turning to the ladies. "Sorry ladies something came up. Cap told me to come to the Raft".

"What's going on?" Sonja asked.

"No idea but I think it might be Ock. I'm not sure he's going to make it", Peter said causing Vampi to have a curious look on her face. "Well I better get going".

"We understand", Sonja said. Peter nodded before he began to walk away.

Just as Peter was getting to the door, the door opened and Wanda entered only to be shocked by Peter. "P-Peter!"

"Hey Wanda sorry for scaring you", Peter said.

"No it's alright. It's just I have to-" Wanda was cut off by Peter.

"Sorry Wanda but I have to get to the Raft quickly. Don't worry, I'll hear what you have to say later", Peter called out as he kept walking away.

"Yeah sure, I understand", Wanda said as Peter waved at her before leaving. Wanda was later approached by Vampi as she placed her arm around Wanda's shoulders.

"Didn't Spider say he finished making the cure for Otto's cancer?" Sonja asked.

"Yeah he did. It's not like Peter to just forget something important like that", Vampi said. "Further, Peter would definitely do everything he could just to help others so why would create that cure and then go back and say that Ock's not going to make it?"

"Come to think of it, when I flirted when him, he seemed more abrasive. Usually Peter would blush before conceding", Mari said.

"Well Ock did try to burn the world down. Would it be weird if he had a change of heart and decided to let him go?" Pantha said.

"I seriously doubt that", a voice called out. The women turned to see that Amora walking into the room. "We have a situation and it involves the Spider and I have to tell you what is going on".

 _ **-Raft-**_

Peter had arrived at the Raft Prison where was met by Steve, Logan, and Clint. "So what's going on? Another breakout?" Peter asked as he walked up to them.

"No. It's Octavius... he's dying. It won't be long now", Steve said. "He's asking for you".

"I understand", Peter said.

"No you don't. He's asking for Peter Parker", Steve said.

"Take me to him", Peter said. "You mind? I'd like to do this in private. No cameras just the two of us".

"Of course", Steve said.

Peter opened the door to the room and closed the door behind him. He walked up to where Ock was and folded his arms. "Alright, we're alone. You have something you want to say to me?"

"Peter Parker", Ock said.

"Yes. I'm Peter Parker", Peter said as he took off his mask.

"No. I'm Peter Parker", Ock said.

"Not anymore, Spider-Man", "Peter" said with an evil smirk. This isn't Peter Parker. It's Otto Octavius in Peter's body. "From now on I am Peter Parker. I have all of your memories, I know everything you know, I have your life, and everything that comes with it. And you are now Otto Octavius, trapped in a broken body brought about by years of your brutal beatings. And like a good magician, I shall not reveal my secrets. You will die never knowing how I performed my last and greatest trick". Before the actual Peter could say anything he started to cough up blood. "This is the end for you Peter Parker, goodbye".

Peter (Ock) put his mask back on and stepped into the hallway and walked to the Avengers. They watched as Peter (Ock) turn towards them.

"Time to go guys", Peter (Ock) said.

"What happened in there Webs?" Clint asked

"Did ya do it? Did ya snuff the old bastard?" Logan asked.

"I just said my goodbyes. Apparently, Otto didn't take it very well", Peter (Ock) said.

"You going to be alright?" Steve asked.

"Honestly? I'm not going to spare it a second's thought. I've got better things to do with the rest of my life", Peter (Ock) said. With that they all left the building while Ock (Peter) was being treated by the doctors to prolong his life.

* * *

 **Hell**

Back in Hell Hope was struggling to free herself from being shackled. She tried as hard as she could but nothing seems to work for her. "Dammit! These chains prevents me using magic. I have to do something but what?!" Hope said.

"I had no idea you were into bondage Hope", a voice called out.

"Sakkara, I have no idea what you are doing here but I am in no condition to fight right now", Hope glared.

"Relax you necro-whore, I'm here to help you", Purgatori said as she used her wings too slashed the chains on Hope causing to fall. "Hurry up, we have to get going now or that demon bitch will kill the Web-Head".

"I know that", Hope said as she got up off the ground. Purgatori created a portal and the two left Hell together.

* * *

 **Avengers Tower**

Vampi, Sonja, Pantha,and Wanda were at Avengers Tower where they were talking to Diana and Karen. The four ladies explained to the two that Peter is currently in the body Otto Octavius and that he is currently dying of cancer. To make things worse, Lady Death is free from Hell and most likely is going after Otto in Peter's body. To say Diana and Karen were pissed was an understatement.

"How dare he steal Peter's body and think that he can do whatever he wants", Karen growled as she crushed a glass cup in her hand.

"I feel your anger too Karen but we have to be smart about this", Diana said. "How did you find out about all of this?"

"Amora told us about it all", Sonja said. "She also told us to give you this just in case". Sonja gave Diana a small comm link that can allow them to communicate with her. "Amora decided to go on ahead and get to Peter just in case".

"Then we had better get a move on as well. You all should go and find Otto and bring him here", Diana said.

"Doesn't he have a Spider Sense? He could detect us a mile away", Pantha asked.

"True but not if he deems you an ally or someone important", Karen said.

"Cool but just to be safe we'll need a friend to help us", Vampi said.

"Alright then", Diana said as she and Karen walked off.

"Wait what about you two?" Wanda asked.

"We need to make a call to some friends", Karen said.

* * *

 **Raft**

It had been sometime and Ock (Peter) was now in a more stable condition. Ock (Peter) began to see the memories Ock has had over the years and even saw horrible moments of Otto being abused as a child and being turned down by a woman he had feelings for.

 _'I get why Ock is so mad but that doesn't excuse him doing this to me. I have to find a way to stop him and get out of here'_ , Ock (Peter) thought to himself.

Peter laid in the bed trapped in Octavius' body when someone entered the room. " _ **Hello Peter, I'll be making sure you're taken care of**_ ", the cold haunting voice of Lady Death said as she walked into the room much to Peter's horror.

"Oh... no", Peter said.

" _ **Why yes, it has been far too long since we last spoke**_ ", Lady Death said. " _ **This however was not what I expected our next encounter to be like. Then again, I can make due with what I've got**_ ". With that, Lady Death pulled out her sword and aimed it at his neck. " _ **Understand, this is going to hurt a lot**_ ". She brought the sword up before bringing it down... and stopped inches from his neck. " _ **Actually I have a better idea**_ ".

"You're going to let me go?" Ock (Peter) asked.

" _ **Oh no, I'm definitely still going to kill you. However that is after I've killed the man in your body and then everyone else whom you care for**_ ", Lady Death said. " _ **You'll watch as everything and everyone you care for will burn away and die all the while you are here trapped in this useless body**_ ".

"No... I will... stop you, impostor", Peter said with a glare.

" _ **So you also know I'm not Lady Death. Very well, if you want to see my true form then here it is**_ ", she said before she transformed into a red skinned woman with white hair and horns on her head. " _ **This is who I am. Lady Demon at your service**_ ".

"And Amora the Enchantress at yours demon!" Amora said as she appeared and blasted Lady Demon with magic and sent her away. She quickly went to Ock (Peter). "Time to see if this serum of yours works". Amora used the vile and placed it in a syringe before injecting it into Ock (Peter). Soon enough, Ock (Peter) was regaining his strength as Amora stood by him.

"Thanks any second longer and I would probably be dead", Ock (Peter) said.

"Of course", Amora said. "We better get going though before she gets back".

"Agreed", Ock (Peter) said.

"I've got Peter", Amora said as she pressed a button on a comm. "Also Lady Death is back, or should I say Lady Demon, and is after Octavius in Peter's body".

" _Just get Peter to us_ ", Diana said on her comm.

* * *

 **Elsewhere**

"We'll handle Lady Demon", Diana said as she, Carol, Mari, Jess, Dinah, Karen, and Zatanna stood on top of Avengers Tower ready to fight.

 **Next time the fight against Lady Demon begins.**


	30. Dying Wish Part 2

**DRAGONDAVE45** : Unfortunately that won't be a scene like that but I will have the two confront each other.

 **cabrera1234** : Ock will get the beat-down he rightfully deserves but Vampi, Sonja, and Pantha will have help.

 **Blobking** : Lady Demon was born from Lady Death's hatred and gained her own existence. A mysterious benefactor gave her a body for her have.

 **Rougarou144** : Living with Bad Girls is not a sequel at all to this story. It's in it's own separate universe and has nothing to do with this universe.

 **Disclaimer: Spider-Man is owned by Marvel, Red Sonja and Vampirella are owned by Dynamite Entertainment, and Lady Death is owned by Coffin Comics. Other Marvel, DC, and Dynamite Entertainment characters will appear.**

* * *

 _ **Chapter 30: Dying Wish Part 2**_

A portal opened up with Hope and Purgatori walking out into New York. Purgatori made sure to hide into the shadows considering Vampires and sunlight don't mix. "Lady Demon is here in this city currently looking for the Spider-Man. If she gets her hands on him, everyone will die", Purgatori said.

"I already know this Sakkara", Hope said. "I don't need a reminder".

"Still the bitch you were back then. To think you'd be more reasonable", Purgatori said with a glare and growl.

"Have you forgotten all those times you tried to kill me? Who was being unreasonable back?" Hope shot back. Purgatori growled again before turning away.

"Whatever, just make sure the Spider is alright", Purgatori said as she began to leave.

"Aren't you going to aid me?" Hope asked.

"You actually thought that I would aid you after freeing you, that's rich", Purgatori said with a smirk. "Good luck Hope, you'll definitely need it". With that Purgatori created another portal and left while laughing. Soon after the portal closed with Hope scowling.

"That fucking bitch", Hope muttered before sighing. "Well better find the Spider". With that she ported away.

* * *

 **Avengers Tower**

At the top of Avengers Tower, a portal opened with Lady Demon appearing on the roof. She looks to the left and then to the right and spots no one. " _ **The Spider is not here at Avengers Tower**_ ", Lady Demon said. " _ **The Asgardian must be trying to get him to his actual body. No matter I'll just eviscerate her at my leisure**_ ".

"You'll have to deal with us first". Lady Demon turned to see Captain Marvel, Wonder Woman, Spider-Woman, Zatanna Zatara, Power Girl, Black Canary, and Vixen standing in front of her ready to fight.

" _ **Wow, its Spider-Man's lovers**_ ", Lady Demon said in a monotone voice and unimpressed look. " _ **You all must be very desperate to fuck him, aren't you all?**_ "

"No we're not. H-He's just a good friend of ours", Karen said.

"Besides if you're looking for Peter he's already gone", Diana said.

" _ **Well whatever! I'll just find him later. I'm just happy you all are here**_ ", Lady Demon said before a big evil smile formed on her face. " _ **We're going to have so much fun together!**_ "

"Take her down hard!", Carol commanded. The ladies all charged at her with Lady Demon getting ready to attack.

* * *

 **with Peter (Ock)**

Peter (Ock) was swinging through the city of New York in a new Spider-Man suit. This suit was now red upper body, a black lower body, and silver braces on his arms. He continued swinging until he flipped in mid air and landed on a rooftop.

Peter (Ock) took a moment to breathe in the air through the mask before sighing in relief. "So this is what it feels to be Spider-Man. After all my years of being defeated by that buffoon, I finally got back at him", Peter (Ock) said as he looked over all of New York. "With this new body and Parker's amazing abilities and skills, I'll prove to Parker that I truly was superior to him in every way. Even a Superior Spider-Ma".

Before Peter (Ock) could continue on he was hit at the back of the head and sent flying where he suddenly crashed into a wall. Peter (Ock) got up to see Kaine standing in front of him and wearing the black and red Scarlet Spider suit.

"The hell are you doing, you imbecile?!" Peter (Ock) yelled out as he charged at Kaine.

"Simple kicking you're ass, Doc Ock", Kaine said as he punched Peter (Ock) in the stomach and sent him flying again. This caused Peter (Ock) to widen his eyes and flip in midair to catch his footing. "If you're wondering how and why I know, it's because of the these lovely ladies". Kaine stretched his hands out to show Sonja, Vampi, Pantha, Wanda, and surprisingly Betsy as they walked towards Peter (Ock).

"Impossible", Peter (Ock) muttered to himself. "I made sure no one could figure it out".

"True but you made one mistake", Vampi said. "You said that there was no cure for the cancer that would destroy your body but the real Peter found a way. He made a cure for cancer using parts from something called Anti-Venom".

Again Peter (Ock) widened his eyes. "Well it's too late, that fool Parker is in my body without a cure and will be dead at anytime now", Peter (Ock) said smugly.

"That's where you're wrong", Pantha said with a smirk. "Thanks to a house guest, the cure was already given to him".

"Curses!" Peter (Ock) said as he glared at the ground.

"It's over Octavius", Sonja said as she drew her sword at him. "You will surrender now or else we will make you".

"Never!" Peter (Ock) yelled as he sucker punched Kaine in the face before charging at the women.

* * *

 **Avengers Tower**

Mari ran on all fours as she began using the skills of a tiger, rhinoceros, and elephant at the same time to attack Lady Demon. She managed to push Lady Demon back a bit but she soon retaliated with a headbutt.

This dazed Mari a bit as Lady Demon went in to attack her again only to be stopped by Dinah with a kick to the face. Lady Demon was unfazed by this but what did hurt her was an additional punch to the face by Karen. Lady Demon shook her head before engaging Karen and Dinah by blocking and countering several punches and kicks from them.

Lady Demon was able to kick Karen away before grabbing Dinah by the neck and throwing her off of Avengers Tower leading Mari to jump after her.

Jess flew in behind Lady Demon and began to use her Venom Blast to shock her. Lady Demon glared at Jess before grabbing her by the arm and slamming her into the ground. Before she could slam her again, Lady Demon was hit with a photon blast from Carol. To add to this, Lady Demon was slashed by Diana causing her to let Jess go.

Soon after Diana and Carol did a double lariat that knocked Lady Demon onto her butt. As Carol flew to attack her again, Lady Demon swatted her away with backhand slap and sending Carol onto the ground. As she stood back up, Lady Demon's eyes widened.

 _'I can sense where both the Spider's body and mind are. Just what I needed'_ , Lady Demon thought to herself. Soon enough, Lady Demon blasted at the ground to cause smoke leading to Diana to jump in and attack her. Lady Demon was able escape while another Lady Demon managed to punch Diana in the face.

Diana staggered before regaining her footing again and punching Lady Demon in face and followed up with a kick to the stomach. This lead to Lady Demon grabbing Diana by the arm and pulling her in for a punch to the stomach.

Diana was then thrown to the ground as Lady Demon began fighting against Karen and Carol. Both blondes continued punching at the demon when she blasted the two. Since the attack was part magical, Karen was blasted back and into a wall. She groaned in pain as she tried to get back up.

Lady Demon proceeded to blast at Carol but Carol began absorbing the attack. Carol blasted back at Lady Demon and managed to push her onto her back when Zatanna walked over. Lady Demon tried getting up when...

" _ **EEEEEEEEEEEEEEEE!**_ " Black Canary, who was saved by Mari, used her canary cry to pin the demon back as Zatanna began chanting a spell.

" _ **Niartser Ydal S'nomed smra dna sgel. Ekam eseht sniahc sa gnorts sa Muitnamada. Ekat yawa eht cinomed rewop ehs sah!**_ " Zatanna yelled out. Chains appeared and wrapped around Lady Demon's body, binding her arms and legs. As the chains glew while absorbing her powers, she screamed before suddenly disintegrating into nothing. Zatanna realized why that happened as the others walked towards her.

"Is she dead?" Karen asked as she walked over.

"No this was a magical doppelganger", Zatanna said.

"Then that means she escaped to go hunt Peter", Dinah said.

"Then we need to go!" Carol said.

"I know where they are, follow me!" Mari said. With that all the ladies began flying away with Dinah being carried by Carol.

* * *

 **with Peter (Ock)**

Peter (Ock) tried throwing hard punches at Vampirella only for her to avoid those hits and flip away. Sonja and Betsy ran over and tried to a high kick (Betsy) and low kick (Sonja). Peter (Ock) was able to jump in between and web them both in the face.

As Peter (Ock) landed, he found his feet stuck to the ground courtesy of Wanda. So he webbed up her hands freeing himself before throwing her in the air. Wanda was saved by Vampi who caught her and landed gently on the roof.

Pantha charged at him as a panther but Peter (Ock) webbed her to the ground. He popped his stingers with every intention of trying to kill Pantha when Kaine jumped in and blocked his attack with his own stingers. "Hey dumbass, maybe you've forgotten but Peter doesn't kill", Kaine said.

"I don't care about that", Peter (Ock) said as he pushed Kaine back. "The only thing that matters to me now is destroying Parker's life. If it means killing every person he cares for then fine by me!"

"Yeah but it's not fine by me". Soon enough a mechanical arm grabbed Ock by the arm. He turned around to see Amora the Enchantress with Peter in Ock's body. "I'm getting my body back Ock!"

"Never!" Ock yelled as he flipped away. "I'm Spider-Man now!"

"Not for much longer", Amora said as she blast a magic ball at him and freezing him in place. "By the way, we had to make a short stop and get this". Amora revealed that she had the small golden Octobot Ock destroyed when he first took over Peter's body. It was fixed up and usable.

The Octobot attached itself on to Peter's body and connected with Ock's body causing them both to close their eyes. Betsy used her powers to take off Peter's mask and look into both his and Ock's minds. After a while Betsy spoke up.

"You can take the device off of them now. Peter and Octavius are back in their bodies", Betsy said. This caused everyone to smile.

Peter began to open his eyes and feel a slight bit of pain. "Ugh, what happened to my body?" Peter asked.

"We had to man-handle you because you were a pain in the ass", Kaine said with a smirk. "Glad to have you back bro".

"Agreed Spider", Sonja said. "It's good to have you back".

"Don't ever scare us like that again", Vampi said.

"I can only promise", Peter said. This caused Vampi to pull up his mask and kiss him. After her was Sonja who began kissing him.

"No, NO!" Ock yelled as he was back his body. "I finally bested you and yet you still foil my plans! How does this keep happening?!"

"Ock I've seen what happened to you", Peter said as he started to get up. "You feel angry I get that but trying to destroy everyone isn't the way to do things".

"I don't need your pity Parker! What would you know about pain at all?!" Ock yelled at him.

Peter sighed. "I know more than you think". Peter looked to Betsy. "Betsy, you show him everything that has happened to me".

"Are you sure?" Betsy asked.

"Definitely", Peter said.

"Alright", Betsy said before her eyes glew purple and began to show Ock all of Peter's memories. Ock saw everything from giving up everything to help others, losing his friends and family, and relived some of Peter's darkest moments.

Ock's eyes widened as he felt every bit of emotion that Peter felt at the time. The grief and rage at Gwen's death because of Norman Osborn, the sorrow of losing a child and the possibility of being a parent, and the deep hatred for the Sin Eater over killing Jean DeWolff. Ock felt everything and screamed in pain at the feeling of it all causing Betsy to stop what she was doing. Ock fell to his knees before looking up to Peter.

"How? How do you still smile after all the pain you've been through? How can you still put on that costume and help others? How are you not insane?" Ock asked Peter said.

"Because my Uncle Ben taught me that with great power also comes great responsibility. I do this because I try to help everyone. Even you Otto", Peter said. This actually caught everyone by surprise

"It's too late for me Peter", Otto said.

"It's never too late Otto. Just let go of that hatred", Peter said as he held his hand out for Otto. Just as Otto surrendered himself and reached out for Peter, a golden blade pierced through Otto's chest causing him to cough up blood with everyone looking on in horror.

The person behind it was Lady Demon was starting to become visible. " _ **How sweet of you two to patch things up. I hate sweet**_ ", Lady Demon said as she pulled the blade out of Otto.

"Otto!" Peter said as he grabbed Otto.

"Peter, I'm sorry for everything that I've done. Please, don't let my memory die", Otto begged.

"I won't let it die at all", Peter said. Otto smiled a bit before he began coughing up more blood. Soon after Otto stopped moving and grew cold as he died in Peter's arms. "Otto". Everyone else was shocked and heartbroken by Otto's death.

" _ **Saddened over the death of a man who tried to steal your body, I'm not sure if I should be disgusted or just laugh**_ ", Lady Demon taunted. This Peter to glare at her as he gently placed Otto down and stood up.

"You've gone too far Lady Demon. Otto and I never had the greatest history together but he was man I respected for his genius. I won't let you of all people try to insult him or me", Peter said. "Everyone, let me deal with Lady Demon. It it me she's after".

"What, are you crazy?!" Kaine asked.

"Trust me I have something special just for her", Peter said.

"Then allow us to help you", Sonja said as she and Vampi walked up with him.

"We had an agreement to watch each other's backs after all", Vampi said.

"You're right", Peter said with a smile.

"Alright then good luck", Kaine said as he grabbed Pantha and jumped away with Betsy creating psychic butterfly wings to fly. Amora and Wanda levitated away.

" _ **Oh this is going to be great**_ ", Lady Demon said smiling viciously.

Soon enough, the three charged at Lady Demon with Vampi charging a head to attack Lady Demon. The two clashed when Peter suddenly appeared and kicked Lady Demon in the face really hard. Sonja appeared afterwards with sword in hand and slashed her abdomen.

Lady Demon staggered a bit but caught her footing and blasted at them all causing them all to separate in order to dodge. Lady Demon teleported behind Peter with her sword in hand and tried to slash him. Peter thought quickly and blasted Lady Demon in the face.

Vampi flew up with her claws extended and slashed Lady Demon in the face only to be kneed in the stomach by her. Lady Demon picked her up but Sonja stabbed her in the back causing her to drop Vampi only for Peter to catch her.

Lady Demon created a shock wave that sent them backwards but Peter stayed put on the ground using his web crawling powers. As for Vampi and Sonja, they were able to hold on thanks to Vampi using her claws to keep her in place while holding Sonja by the arm.

Using his super strength, Peter pushed off and managed kick Lady Demon. However Lady Demon grabbed Peter and began bear hugging him.

" _ **Time to die Spider**_ ", Lady Demon said. Before she could do anything a blast of magic hit her in the back causing her to let Peter go. " _ **Who did that?**_ "

"I did", a voice called out. Peter looked up to see Hope standing behind Lady Demon.

" _ **How did you escape?**_ " Lady Demon asked as she glared at her.

"An unlikely ally helped me", Hope said before blasting Lady Demon with magic. Lady Demon blocked the attack but was turned around by Peter with every ounce of power he had to uppercut Lady Demon.

Lady Demon was dazed by the attack as Peter and both Sonja and Vampirella who both got back up, released a stinger, sword, and claws to simultaneously attack Lady Demon. Lady Demon had blood coughed up as she dropped to her knees.

" _ **I never thought I would be defeated by the four of you all**_ ", Lady Demon said. Hope walked over and grabbed her golden sword that Lady Demon had. " _ **This doesn't change anything thought. Some other time Spider-Man, I will have my way with you**_ ". Just like that Lady Demon disappeared.

"Well she's gone again but she will come back", Sonja said.

"Then we better get ready when she returns", Peter said.

"I agree", Vampi said before she smelled Hope and recognized her scent. "You're the real Lady Death". This gained Peter and Sonja's attention as they looked to Hope.

"I used to be Lady Death. Not anymore. I just came to make sure that Spider-Man didn't die", Hope said. "Try not to get yourselves killed. I don't want to have to baby sit you all". Just like that, she disappeared.

"Wow, friendly first meeting, huh?" Peter snarked. It was at the same moment that Diana, Carol, and the others arrived with Kaine and others. "Hey guys, sorry about the mishap".

"Hey you're forgiven. A few of us know what it's like to have their identity stolen", Jess said.

"Wait, how do we know you're the real Peter?" Karen questioned. "I say he should tell us something the real Peter would know about".

"Alright then", Peter said. "I remember when we first Karen. You thought that I was looking at your chest like most guys but I told you that you had really beautiful eyes and your face turned r-" Peter was cut off by Karen.

"Okay I believe you. You're Peter", Karen said with a blush while a few others giggled.

"I take it Octavius didn't make it huh?" Carol asked as they saw Otto's dead body.

"Yeah, Lady Demon killed him and just when I thought I would be able to help him", Peter said.

"He stole your body, aren't you mad about that?" Dinah asked.

"I was mad but I saw his memories. He must have been so lonely, misunderstood, and unloved all this time", Peter said. "In the end, he admitted he was wrong and wanted to change. If only he was given that chance".

"Come on, he deserves a proper burial", Diana said. With that, Peter began to pick-up Otto's body.

* * *

 **Elsewhere**

In another area, the dark figure from before sat on his throne watching through a window to New York as the events played out. Soon enough an elderly woman appeared as she walked up to him. "My Lord, are you still observing the other Earth?" the woman asked.

" _ **Of course I am**_ ", the figure said. " _ **I've spent years subjugating lives on different star systems but whenever I come near Earth I am always met with heavy resistance. No matter what happens, I can never truly conquer Earth. Which is why I have a new already in motion for if I cannot conquer Earth then I'll just destroy every Earth, in our multiverse and their's**_ ".

"How will you do that my lord?" the elderly woman asked.

" _ **You'll find out soon enough**_ ", the figure said. "I want you to send a message to those two vampires that our deal is over".

"Of course, Lord Darkseid", the elderly woman said as she left. The (now revealed) Darkseid stood up with his arms behind his back and smiled an evil smile.

* * *

 **Later On**

A few hours have passed and the Avengers were notified of what happened along with Otto's death and Lady Demon's identity. Peter mentioned that the real Lady Death had appeared and helped them but left shortly there after. Soon after Otto was sent buried at the same cemetery where Peter's Uncle Ben was buried.

Currently Peter was inside of MJ's new nightclub called the Jackpot. Peter thought that instead of cancelling the celebration, they all should have fun tonight and not let bad days get them done. Peter watched as everyone was enjoying themselves just as MJ walked over to Peter. "Hey Tiger, still upset over Otto?"

"No not really, I've just been thinking about how a lot of things have changed for me", Peter said. "Seeing everyone I care having fun and just being happy, makes me think about all the pain I've been through and how far I've come from those days. It also makes me wonder about the future as well".

"How so?" MJ asked.

"It makes me scared knowing that in an instant something like this can disappear", Peter said pointing everyone partying and celebrating. "There is a huge difference between then and now".

"And what would that be?"

"It's that I have friends to help me whenever I need it", Peter said with smile causing MJ to smile as well.

"I have to say you've definitely changed Peter. And honestly I'm glad you have this outlook on life", MJ said with a smile.

"Hey Peter, come on this is your party after all. Let's party!" Vampi said as she and Sonja grabbed Peter by both arms and pulled him on to the dance floor. MJ followed as they all partied.

 **Next time Peter and friends meet Dejah Thoris.**

 **Hey I'm taking a month off from writing VSS in April and will be focusing on my other stories like Twelve Wives, Spider's Daughters, and a sequel story.**

 **Also I will be taking down the poll of Lady Shiva being in the harem. She will join the harem later on. I will put up another poll for another story.**


End file.
